Deutsche Bank A.Ş. Annual Report 2012
Transcription
Deutsche Bank A.Ş. Annual Report 2012
Deutsche Bank A.Ş. Annual Report 2012 In November 2012, the Fitch Rating Agency upgraded Turkey's Long Term Foreign Currency Rating to BBB-, the first time Turkey has received an investment grade rating since 1994. During the last ten years, Turkey has achieved a very impressive 5.5% average growth rate in its GDP. With a dynamic economy and its successful management, Turkey offers growth in a stable environment to strategic and financial investors, both at home and abroad. In recognition of the enormous transformation of Turkey, we are pleased to dedicate the cover of our Annual Report to a few representations of the new face of Turkey. Contents Message from the Chairman and the CEO - 02 01 - Introduction History of Deutsche Bank A.Ş. - 07 Financial Highlights - 07 Amendments to the Articles of Association - 08 Extraordinary General Meetings in 2012 - 08 Shareholder Structure, Changes during the Year, Qualified Shares and Management Shares - 08 Associates - 08 Deutsche Bank A.Ş. within the Banking Industry - 09 Research and Development - 09 Operations in 2012 - 10 02 Management and Corporate Governance Board of Directors - 19 Senior Management - 22 Statutory Auditors - 24 Committees - 24 The Summary Board of Directors Report Presented to the General Assembly - 27 Human Resources Applications - 28 Related - Party Transactions- 28 Outsourced Services - 29 Corporate Social Responsibility - 30 03 Financial Assessment and Risk Management Statutory Auditors’ Report - 35 Report of the Audit Committee - 35 Management Declaration - 37 Audits - 38 Other Information Regarding Corporate Actions - 38 Financial Assessment - 39 Monitoring Targets - 39 Risk Management Policies - 39 Credit Ratings - 41 Summary of Five - Year Financial Highlights - 42 Annual Report Compliance Opinion - 43 04 Independent Auditors’ Report, Financial Statements and Disclosures Independent Auditors’ Report - 46 Unconsolidated Financial Report - 47 Financial Statements and Disclosures - 50 Deutsche Bank Annual Report 2012 Message from the Chairman and the CEO 02 Message from the Chairman and the CEO Peter Tils Chairman of the Board of Directors Ersin Akyüz CEO Dear Shareholders, We look back on 2012 as a year when economic growth has been weak in most developed countries and slowing in developing economies. In Europe, the forceful ECB intervention has eased tail risks but it has failed to arrest economic stagnation. In the US, growth was constrained by unresolved domestic fiscal policy issues and the slowing growth globally. Low growth and uncertainty in advanced economies affected emerging market and developed economies and added to the domestic vulnerabilities. The Turkish economy saw a healthy soft-landing in 2012, as domestic demand decelerated and the current account deficit declined. GDP growth and current account deficit as percent of GDP are expected to decline to 2.7% from 8.5% and to 5.8% from 10%, respectively. In early 2012 the Central Bank tightened monetary policy to counter inflationary pressures and economic activity declined on the back of higher loan rates and deceleration in loan growth. With rebalancing in the economy and decline in inflation to 6.2% at end-2012 from 10.5% a year ago, the Central Bank eased monetary policy starting mid-year and economic activity is gradually picking up also with strong capital inflows. Citing Turkey’s success in rebalancing its economy, the Fitch Rating Agency upgraded Turkey’s foreign currency rating to BBB- at the beginning of November 2012, the first time Turkey has received an investment grade rating from one of the three rating agencies since 1994. Deutsche Bank Annual Report 2012 Message from the Chairman and the CEO 03 Trading environment was relatively favourable compared to 2011. Following the ECB interventions at the end of 2011 and at the beginning of 2012, concerns about capital inflows eased considerably. Foreign exchange and interest rate markets stabilised. The Central Bank’s easing of monetary policy resulted in benchmark Treasury bill compound rates declining from the highs of around 11.7% at the early part of the year to 5.7% towards the end of the year, receiving further support along the way from Fitch’s upgrade. Continued capital inflows throughout the year, which intensified following the rating upgrade, resulted in lending spreads declining gradually during the first half of the year and sharply in the second half, especially following the rating upgrade. In this favourable environment, our Net Income more than tripled to TL 104.1mn. As well as gains from Trading activities, we made good progress in our medium-term objective of increasing the share of Corporate Lending and Cash Management in our Net Income. Our Balance Sheet declined from TL 2.242mn to TL 1.297mn. This was due to a reduction on our securities portfolio following substantial gains. Our Capital Adequacy at year-end was 49.4% versus 31.0% at the end of 2011. We are highly confident that our capital strength gives us ample room for further growth in our balance sheet. Our Trading business, benefiting from integration into Deutsche Bank’s global trading platform, showed great anticipation of the easing liquidity conditions in Europe and in the US throughout the year and by the Central Bank of Turkey in the second half of the year. Our Sales and Coverage platform performed well to meet the financing and trading demands of our financial and corporate clients. Corporate Lending and Cash Management business showed excellent progress in executing its medium-term growth strategy. Our Corporate Loan Portfolio increased by over 50% at its highest during the year with new local and multinational clients added to the portfolio. Our Custody business continued to perform well. The business continued to add new clients and maintained its leading ratings in surveys amongst clients. We continued to strengthen our Investment Banking Coverage and Advisory group. We advised on two of the largest landmark transactions in 2012 and won a highly coveted sale mandate in the financial sector. Deutsche Bank Annual Report 2012 Message from the Chairman and the CEO 04 Our cost base has increased in 2012 mainly due to local regulatory requirements. We have invested on our IT platforms and human resources to run and maintain our systems and processes locally. On the other hand, we have started to review and challenge our operating platform to achieve operational excellence and efficiency. We continue to remain committed to our corporate social responsibilities. Following the Van earthquake in late 2011, we organized for the delivery of 20 container homes in February. Later in the year we established an educational support program for 15 primary school students from amongst the earthquake victims. Separately, we continue our support for a primary school in a poor part of Istanbul. Our staff continue to complement these efforts by active involvement with the students in the school. These investments strengthen the fabric of the society and help enhance the environment in which we operate. Looking ahead into the rest of 2013, risks to global financial stability persist, particularly those associated with the de-leveraging process taking place in major developed economies and the exposure of international banks to sovereign debts in countries with large fiscal imbalances. And yet the likelihood of extreme events affecting the international financial markets has diminished with strong policy response helping to take out tail risks. Still regarding the external environment, low economic growth rates are expected for a prolonged period of time in developed economies. This is particularly true for the Eurozone, where political uncertainties and the skepticism about the soundness of the banking system in some countries in the region remains a concern. Capital inflows to emerging economies are expected to be strong and yet gradual normalization of policy in the developed economies may result in declining global liquidity towards the end of current year. Deutsche Bank Annual Report 2012 Message from the Chairman and the CEO 05 On the domestic front, the main challenges for policymakers in Turkey this year is to ensure a gradual recovery in domestic demand, avoid a resurgence in inflation and widening of the current account deficit while safeguarding the economy against volatility in capital flows. In this respect Turkey’s fiscal performance remains as its strongest anchor and the Central Bank stands ready to counter pressures by tightening credit conditions. Despite this relatively benign economic conditions internationally and domestically, we are very conscious of the fact that the year ahead will be an extremely challenging one for us. The trading conditions will be very difficult as the benchmark interest rates are at all time lows. Separately, the lending spreads have narrowed to very tight levels, substantially challenging our ability to meet our hurdle rates. We will have to increase our volumes and product range, and widen our client portfolio to offset the impact of the reduced spreads on our Net Income. We are also implementing a number of measures to improve our operational efficiency. We are very confident that we will be able to weather these challenges and we will continue to deliver outstanding service to our clients and sustainable value to our shareholders. Peter Tils Chairman of the Board of Directors Ersin Akyüz CEO 01 Introduction History of Deutsche Bank A.Ş. - 07 Financial Highlights - 07 Amendments to the Articles of Association - 08 Extraordinary General Meetings in 2012 - 08 Shareholder Structure, Changes during the Year, Qualified Shares and Management Shares - 08 Associates - 08 Deutsche Bank A.Ş. within the Banking Industry - 09 Research and Development - 09 Operations in 2012 - 10 Deutsche Bank Annual Report 2012 01 - Introduction History of Deutsche Bank A.Ş. Financial Highlights 07 7 History of Deutsche Bank A.Ş. • • • • • • • • • • • • Established as Türk Merchant Bank A.Ş. in 1987. Renamed as Bankers Trust A.Ş. in 1997. Continued operations as Deutsche Bank A.Ş. as of 2000 following Deutsche Bank’s acquisition of Bankers Trust. Having provided corporate banking services under an investment banking license until 2004, Deutsche Bank A.Ş. applied to the Banking Regulation and Supervision Agency (BRSA) for permission to accept deposits in an attempt to expand its product range. Obtained permission to accept deposits in October 2004. Added corporate cash management and custody and settlement services to its product portfolio in 2005. Acquired Garanti Bank’s domestic custody services and became the second largest custodian bank in 2007. Received authorization to participate in Treasury auctions as a market-maker in 2012 as every year since 2005. Starting from 2010 continued to act as a market maker for TL-USD, TL-EUR and EUR-USD futures contracts (with cash settlement) on the Turkish Derivatives Exchange in 2012. Received factoring and forfeiting licenses in February 2012, in accordance with the decision taken by the Banking Regulation and Supervision Agency. The Bank has no branches. The Trade Registry Number of the Bank is 244378. Web page: www.deutschebank.com.tr Address: Eski Büyükdere Cad. Tekfen Tower No: 209 Kat: 17-18 4. Levent 34394 - Istanbul Financial Highlights December 31, 2012 Summary Financial Highlights (TL 000) Cash and Balances with the Central Bank Trading Securities Loans and Receivables Total Assets Deposits Shareholders’ Equity Interest Income Operating Profit 2012 162,344 619,102 381,905 1,296,966 430,740 514,881 301,467 130,632 Financial Ratios (%) 2012 Capital Adequacy Ratio Shareholders’ Equity/Assets 49.36 39.70 Off-Balance Sheet Items (TL 000) 2012 Guarantees and Warranties Commitments Derivative Financial Instruments Items Held in Custody 311,861 1,987,039 1,102,549 41,325,502 Deutsche Bank Annual Report 2012 01 - Introduction Amendments to the Articles of Association, Extraordinary General Meetings in 2012, Shareholder Structure, Changes during the Year, Qualified Shares and Management Shares, Associates 08 Amendments to the Articles of Association No amendments were made to the Articles of Association of Deutsche Bank A.Ş. during 2012. Extraordinary General Meetings in 2012 Two Extraordinary General Meetings were held in 2012. In the first meeting, held on June 27, 2012, Satvinder Singh was appointed as a member of the Board of Directors for 3 years representing Deutsche Bank AG. In the second meeting held on September 27, 2012, Marco Kistner was approved as a member of the Board of Directors, replacing Ralph Glenn Lehnert; additionally, in the same meeting, the resignation of all Board members was accepted and the Board members were reappointed for a period of 3 years in compliance with the Turkish Commercial Code. Shareholder Structure, Changes during the Year, Qualified Shares and Management Shares All shareholders of Deutsche Bank A.Ş. are Deutsche Bank Group companies. The Bank holds no privileged shares. There was no change in the shareholder structure in 2012. The Bank did not acquire its own shares. The most recent shareholder structure is presented in the table below. Chairman and Members of the Board of Directors, Members of the Audit Committee, CEO and Assistant General Managers do not own any shares in the Bank. 01.01.2012 - 31.12.2012 Shareholder Number of Shares Shares Capital (TL) Deutsche Bank AG 1,349,999,730 134,999,973 Süddeutsche Vermögensverwaltung GmbH 68 6,8 DB Industrial Holdings GmbH 68 6,8 Nordwestdeutscher Wohnungsbauträger GmbH 67 6,7 DB Capital Markets (Deutschland) GmbH 67 6,7 Total 1,350,000,000 135,000,000 Associates The Bank does not have any associates, either directly or indirectly. Share (%) 99,99 <1 <1 <1 <1 100 Deutsche Bank Annual Report 2012 01 - Introduction Deutsche Bank A.Ş. within the Banking Industry Research and Development 09 Deutsche Bank A.Ş. within the Banking Industry Operating in Turkey since 1987, leveraging the strong global banking network of its parent company Deutsche Bank AG, Deutsche Bank A.Ş. is primarily focused on corporate banking. Offering its corporate banking services with a workforce of 105 employees, Deutsche Bank A.Ş. is the Istanbul based subsidiary of Deutsche Bank Group, which has approximately 100,000 employees and EUR 2.012 billion in total assets (as of December 2012) in 74 countries throughout the world. Deutsche Bank A.Ş. targets the highest levels of quality in all product and service segments in which it is active, and strives to be the first or second choice for clients. The assets of Deutsche Bank A.Ş. primarily consist of a treasury bill and government bond portfolio held for trading purposes. Consequently, the Bank has a significantly lower ratio of risk-weighted assets compared to the rest of the sector. Off balance sheet forward foreign currency transactions are also one of the Bank’s main areas of operation. The bulk of the Bank’s profit is generated from interest income from securities. In 2012, the Bank secured a 4.3% market share in the outright purchases and sales market for bonds and bills and over-the counter fixed income securities transactions. The Bank maintained its 2% market share in total foreign currency vs. Turkish lira transaction volume. Commercial banking is an area in which Deutsche Bank A.Ş. plans to be more actively involved in the upcoming period. The Direct Securities Services, which operates under the Global Transaction Banking, performed very successfully and maintained the 39% market share it had achieved in 2011. Deutsche Bank A.Ş. selects its clients through an especially diligent evaluation process. The Bank’s client portfolio consists of low-risk domestic and foreign companies. The Bank’s high customer cash credit risk concentration is due to its limited number of conscientiously selected clients. Deutsche Bank A.Ş. has a relatively high capital adequacy ratio compared to the sector average. Research and Development After many years of providing corporate banking services in Turkey under an investment banking license, Deutsche Bank A.Ş. also began offering commercial banking services in October 2004 after having been awarded a deposit taking license. In 2005, a separate unit was established within the Bank to provide settlement and custody services. Deutsche Bank A.Ş. continuously seeks to enhance the quality and diversity of service. To this end, the Bank implements system development studies required by its expanding services and cash management products. Having started as an extension of its main business line in 2006, these services have continued effectively in 2012. Combining its local experience with its main shareholder Deutsche Bank AG’s global network, expertise and know-how in the areas of public offerings, block sales and derivative products, Deutsche Bank A.Ş. continues to provide services in the capital markets. Deutsche Bank Annual Report 2012 01 - Introduction Operations in 2012 10 Operations in 2012 Deutsche Bank A.Ş. believes that Turkey, which has long stood out among emerging economies, offers tremendous potential for growth and investment in the years ahead. Corresponding to this perspective, the Bank is continuing its expansion into Turkey with a primary focus on corporate banking. The organization of Deutsche Bank A.Ş. is composed of Markets, Global Transaction Banking, Corporate Finance and Support Functions. Markets The Markets business consists of two units; Trading and Research. Trading: This unit conducts the structuring and sales transactions of debt and money market instruments. It mediates the spot trading and derivatives trading transactions of financial institutions, insurance companies and corporations in foreign exchange and TL. The unit also conducts transactions of debt instruments, treasury bonds, trading of bonds and derivative products. Moreover, it provides clients with rate of exchange and interest risk management services by pursuing risk management policies. Deutsche Bank A.Ş. is a leader in the Turkish capital markets in terms of fixed income products. Research: The Research monitors macroeconomic and political developments closely and provides the internal Bank units and its clients with information and investment recommendations through daily, weekly and monthly periodic reports. The Risk Management, Investment Banking and Capital Markets departments of the Bank as well as the International Origination Department of Deutsche Bank rely on the Research Department’s risk and return analyses for the Turkish economy in their activities. The unit also actively shares its analyses with the sales units and investors. Throughout 2012, the Research Unit focused on Central Bank monetary policy, developments in the balance of payments, and the impact of instability in foreign markets on Turkey. The Unit will continue to prioritise similar issues in 2013. Global Transaction Banking The Global Transaction Banking consists of three units providing services to corporations and financial institutions; which are Direct Securities Services, Trade Finance and Cash Management Corporates, and Cash Management & Trade FIs. Direct Securities Services: With its Direct Securities Services Unit, established by a highly competent and experienced team in 2005, Deutsche Bank A.Ş. has become an extremely reputable bank, preferred by foreign investors for its custody services. The Bank has a 39% market share among all the custodian banks that keep custody of securities portfolios of foreign institutional investors. While maintaining its market share, Deutsche Bank A.Ş. also continued to grow by expanding its client portfolio. In addition to undertaking successful intermediary services in a number of significant acquisitions, company takeovers transfers and, especially, in stock lending transactions, Deutsche Bank A.Ş. also successfully completed one tender call transaction process for the first time as an intermediary bank. Deutsche Bank Annual Report 2012 01 - Introduction Operations in 2012 11 Executive Committee From left to right: Dr. Cem Akyürek, S. Mert Haracçı, H. Sedat Eratalar, Mustafa Bağrıaçık, Ersin Akyüz, Özge Kutay, Hakan Ulutaş, Pınar Çapanoğlu Altuğ, Cenk Esener Deutsche Bank A.Ş. Direct Securities Services maintained their ‘TOP RATED’ status, first granted in 2009, and scored even higher points in the annual customer poll conducted by the Global Custodian magazine in 2012, as in previous years. In this way, it has asserted its first class quality of client services. On the other hand, the Global Finance Magazine also selected Deutsche Bank A.Ş. as the most successful Direct Securities Services provider. In 2013, Deutsche Bank A.Ş. plans to boost its market share and capture the leading position in the market for clearing and custody activities through new products to be included in its already wide product range and with customized applications developed for foreign investors. Trade Finance and Cash Management Corporates: This unit mediates cash management circulation in domestic and international trade. Its specialist teams have been providing services and consultancy to clients in Turkey since 2006 in the fields of short and medium term trade financing and risk management. Deutsche Bank A.Ş. reflects the additional value of 100 years plus experience in more than 70 countries of Deutsche Bank, its main shareholder, to its clients. Besides Conventional Foreign Trade products, the bank has become a reliable partner in its clients’ banking transactions. This is achieved by providing customized solutions in terms of Trade Financing products and corporate cash management. Deutsche Bank Annual Report 2012 01 - Introduction Operations in 2012 12 In Corporate Banking, enhancing the efficiency of resources, and, for this purpose, setting the necessary targets and attaining them gain more and more importance with each passing day. Although the competition is becoming fiercer, particularly in corporate banking as a result of rising interest from foreign capital organizations in the wake of Turkey’s upgrade to Investment Grade by a leading international rating agency, as Deutsche Bank A.Ş. Trade Finance and Cash Management Corporate Unit we develop suitable products which meet the needs of changing conditions, and we have gradually raised our market share. Cash Management and Trade Finance, Financial Institutions: As one of the leading global banks in the field of Cash Management, Deutsche Bank continues to provide services as one of the solution partners and main correspondents for Turkish banks. Enjoying this position to provide cash management solutions to banks, the unit performs US Dollar money transfers through Deutsche Bank Trust Company Americas, New York; Euro transfers through Deutsche Bank AG, Frankfurt and Sterling transfers through Deutsche Bank AG, London. Services provided by the unit include Dollar and Euro based commercial and treasury money transfers, liquidity management, check services and sales and support services for related products. While supporting clients with local, regional and global cash management solutions, the unit aims to provide the most efficient and the best services through its extensive global branch network. Having been providing its clients with foreign trade services from 77 offices in 37 different countries, Deutsche Bank offers solutions for foreign trade products and trade financing through its experience, knowledge and wide variety of products in order to maximize the level of its clients’ efficiency in foreign trade transactions. By taking an active role in the confirmation, financing and discounting of letters of credit from Turkish financial institutions to those abroad, the division performs the sales and marketing of similar products used in the financing of global trade. Through difficult times in financial markets and the global economy, the Bank has maintained uninterrupted and consistent support for Financial Institutions. Thus, it aims to always be the most reliable and preferred business partner of Turkish banks by continuing to share its Cash Management and Foreign Trade products with clients, as well as to provide innovative solutions and global experience. Corporate Finance Corporate Finance is composed of two units; Investment Banking Coverage & Advisory; and Capital Markets & Treasury Solutions. Deutsche Bank Annual Report 2012 01 - Introduction Operations in 2012 13 Investment Banking Coverage & Advisory: The unit is divided into two groups; Non-Financial Corporates Coverage and Financial Institutions. - Non-Financial Corporates Coverage The Non-Financials Corporate Coverage Group provides consultancy services to Turkish companies as well as foreign companies seeking to invest in Turkey. These consultancy services include company mergers and acquisitions, public offerings and capital market and financing products. In this vein, in 2012, the division provided consultancy services to the acquirer parties in the takeover of Acıbadem Sağlık Hizmetleri ve Ticaret A.Ş. by Integrated Healthcare Holdings and Khazanah, which was one of the year’s largest M&A projects in Turkey. Again in 2012, as Deutsche Bank A.Ş., we provided buy side consultancy services to Sberbank in its acquisition of all Denizbank shares held by Dexia, in what was the largest acquisition in the Turkish banking sector in 2012. As in 2012, the Bank aims to maintain its pioneering position in the market in 2013 through developments in ongoing projects. - Financial Institutions The Financial Institutions Group provides consultancy services for mergers and acquisitions of companies, public offerings, capital markets and financing products. In this respect, it provides consultancy for various transactions and conducts studies on financing and risk management in the region. Capital Markets & Treasury Solutions: The Unit is divided into three groups; NonFinancial Corporates, Financial Institutions and Corporate Banking, providing services to corporations and FI’s. - Non-Financial Corporates The Non-Financial Corporates group offers Turkish companies, operating both in Turkey and abroad, access to Deutsche Bank’s global platform and accumulation of knowledge in the field of structured finance and risk management. By working in cooperation with the Corporate Coverage, the Bank aims to comprehensively understand every facet of its clients’ needs. The Bank is then able to efficiently and rapidly generate appropriate solutions by working with the right teams within Deutsche Bank. - Financial Institutions The FI Group is responsible for developing, marketing and selling products in order to meet the requirements of all financial institutions, primarily those of banks, brokerage houses and asset management companies based in Turkey. It offers a platform to financial institutions for all financial product transactions, especially exchange and fixed income securities. In addition the group also offers long-term funding and structured products by tailoring the design of the products for its clients, allowing them to benefit from the worldwide distribution network and product know-how of Deutsche Bank. In 2013, the FI group aims to continue to offer solutions that fully meet the requirements of its clients, to offer them with global access and products and thus to remain a key strategic partner for financial institutions. Deutsche Bank Annual Report 2012 01 - Introduction Operations in 2012 14 - Corporate Banking The Corporate Banking aims to provide services in line with the priorities and requirements of its local and multinational customer segment, so as to develop strategic and longstanding relations with its prominent customers. In doing so, the Group takes advantage of Deutsche Bank’s global know-how and maximizes the coordination within different product groups, thus providing the most effective solutions through exclusively designed financing techniques and banking services for its clients. The Group’s target for 2013 will be to reinforce its reputation as a reliable and permanent business partner by establishing longstanding relations with its clients. Support Functions Support Functions include Human Resources, Risk Management, Legal, Finance, Compliance and Internal Control, Internal Audit, Technology and Operations and Global Logistic Services. Human Resources: Human Resources Unit is responsible for the recruitment, workforce planning, performance management, salary and fringe benefits management, training and development processes in accordance with the Bank’s strategies. In the recruitment function, the unit ensures that the right people are employed to pursue the Bank’s strategies, that they are qualified to create a corporate culture and that they are appointed to the right positions. The Bank’s basic recruitment policy is to hire professionals by placing emphasis particularly on expertise in the employment of new human resources. Ensuring a work environment compliant with globally adopted Deutsche Bank values, the unit operates with the objective of implementing fair and competitive compensation and fringe benefits. In 2012, remuneration was based on global and local practices. Aiming to develop the personal and business capabilities of the personnel and to keep their motivation high and loyalty strong, the Human Resources Unit also plays an active role in identifying and meeting the training and career development needs of the employees. Throughout the Bank, the review of processes for each Unit and the undertaking of necessary steps regarding the optimization of resources continued for the sake of bringing about a more effective organizational structure. Training, rotation and transfer opportunities were stepped up to promote the effective utilization of bank personnel to ensure the sharing of information and expertise. In line with its strategy, the structuring of certain units will be accelerated and plans for the establishment of necessary teams will continue. Deutsche Bank Annual Report 2012 01 - Introduction Operations in 2012 15 Operations Committee From left to right: M. Kemal Şahin, Ali Doğrusöz, A. Betül Göksal, Nesrin Akyüz, Ersin Akyüz, Özge Kutay, Günce Çakır İldun, C. Ertunç Ulak, G. Duygu Özcan, Ö. Yekta Bahadıroğlu Risk Management: The Risk Management Unit is responsible for Bank-wide implementation of the standards “regarding the risk-return structure of the Bank’s cash flows and monitoring, controlling and, when necessary, modifying the nature and level of the operations” that were devised and put into effect by the Board of Directors within the framework of the BRSA regulations. The Risk Management Unit is responsible for understanding risks and conducting sufficient evaluations before entering a transaction, setting risk management policies and practice methods based on risk management strategies, ensuring the application and adaptation of risk management policies and practice methods, maintaining quantified risks within limits and reporting the risk measurements and risk monitoring results to the Board of Directors or Board Member responsible from Internal Systems and senior management, on a regular and timely basis. Legal: The Legal Unit provides legal consultancy services to the business and support service divisions of Deutsche Bank A.Ş. It examines the compliance of contracts to which the Bank is a party, as well as transactions and texts prepared by other divisions of the Bank with the applicable laws, and expresses its opinions with respect to legal implications to the divisions. The Legal Unit is also responsible for examining the Bank’s new projects and recently developed products from a legal point of view, and where necessary, for offering legally compliance alternatives. The Legal Unit represents the Bank in lawsuits to which the Bank is a party or appoints 3rd party law firms for this purpose. Deutsche Bank Annual Report 2012 01 - Introduction Operations in 2012 16 In 2013, the Legal Unit aims to continue providing legal consultancy services related to the finance sector and issues concerning the Bank, to provide legal support for potential projects, and to conduct the necessary studies in order for the Bank to be in compliance with the amended legislation. Finance: The Finance Unit examines the Bank’s financial position through its daily and monthly reports and informs the Executive Management on the results. In order to adequately assess the performance of profit centers, the unit prepares the financial statements for these units on a daily and monthly basis. The unit is in charge of providing the information flow for the Bank's audit by the independent auditor and regulatory bodies. The Finance Unit generates new projects for Executive Management reporting and internal control systems and supports other related projects, the unit prepares the Bank’s financial statements and related disclosures in the required format and submits them to entities such as the Banking Regulation and Supervision Agency, Central Bank of Turkey, Undersecretariat of Treasury, Capital Markets Board and The Banks Association of Turkey. Compliance and Internal Control: Compliance and Internal Control conducts Bank's compliance and internal control activities. Responsibilities of the unit in terms of compliance are to ensure compliance of internal by-laws and applications and each and every contract and similar legal text that may be binding on Deutsche Bank with the related applicable laws, regulations, ethical principles and widely-accepted Principles of Corporate Governance. Within this framework, it is responsible from conducting the necessary research and preparing the necessary reports regarding the businesses and transactions of the Bank's clients by taking the relevant laws and regulations, especially the Banking Law no. 5411 and Law no. 5549 on Prevention of Laundering Proceeds of Crime as basis. It acts as a bridge between business units. The unit provides recommendations about maintaining the necessary legal compliance and cooperation in relations with the supervisory and regulatory institutions determined by laws and regulations. The unit also undertakes to give opinions and recommendations about the necessary issues to the Board of Directors, Executive Management and business units, in compliance with the related legislation. The Compliance and Internal Control Unit is secondarily responsible for the internal control activities after the unit, which is liable from the operation of all control systems established within the body of Deutsche Bank A.Ş. in the first place, primarily the financial and operational systems. The Unit maintains its activities within the framework of “Compliance and Internal Control By-Law” confirmed by the Board of directors. The principle of separation of powers has been established for the necessary control points within the Bank. The independence of the internal control process from the functional activity units has been sufficiently assured and tasks and responsibilities within the corporate structure have been separated on the basis of function. Thanks to this organizational structure, measures within the internal control system are implemented independently and objectively with the principle of the separation of powers. The internal control system is regulated in compliance with the types and levels of risks emerging in relation with the character and content of the Bank’s activities. Deutsche Bank Annual Report 2012 01 - Introduction Operations in 2012 17 Internal Audit: The Internal Audit Unit monitors the internal audit structure at all Deutsche Bank A.Ş. units regularly and independently on behalf of the Board of Directors. The Unit evaluates the unit’s transactions and practices on the basis of targets, their compliance with internal/external regulations and their performance within the framework of risk analysis, and focuses on assisting the Board of Directors regarding the effectiveness of the corporate management. The Unit checks that the Bank’s ethical standards have been fully implemented by the business units. In addition to monitoring the compliance with internal and external regulations, Internal Audit also conducts dynamic and effective monitoring of the working environment at all business and support units under a risk focused approach. Technology and Operations: On-shoring of the Bank's systems and processes project, which was ongoing from 2011, was completed in 2012. At the same time, the control structure has been strengthened and controls made by employees has been reduced by boosting the number of systemic controls. Both capacity generation and product and communication structures have been strengthened in order to meet clients’ growing requirements. The Technology and Operations Units will focus on risk monitoring, product diversification and capacity expansion in 2013. In line with the bank’s strategy, the improvement in the Risk Management, Service Oriented Architectures, Hardware and Software Consolidation, Information Technologies and Operational Continuity will go on. Global Logistic Services: Global Logistic Services Unit is responsible for providing a working environment compliant with the necessary health and safety conditions in order to sustain the activities of Deutsche Bank A.Ş. in a productive, safe and efficient way. The unit is also responsible for the management of critical systems such as construction, real estate, decoration, rent management, building management, strategies for working spaces, security systems, office and building maintenance, generators, UPS and mechanical and electrical systems, as well as conducting corporate services such as insurance, providing physical archive space, car rental, couriers and reception. The unit maintains its efforts to create a physical working environment in compliance with Deutsche Bank's global values and standards in order to better meet the internal client needs. 02 - Management and Corporate Governance Board of Directors - 19 Senior Management - 22 Statutory Auditors - 24 Committees - 24 The Summary Board of Directors Report Presented to the General Assembly - 27 Human Resources Applications - 28 Related - Party Transactions - 28 Outsourced Services - 29 Corporate Social Responsibility - 30 Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Board of Directors 19 Board of Directors 1 2 3 4 5 6 7 8 9 10 02 - Management and Corporate Governance Board of Directors Deutsche Bank Annual Report 2012 20 Board of Directors 1 Peter Johannes Maria Tils Chairman of the Board of Directors, Chief Executive Officer of Central and Eastern Europe Region Born in 1952, Peter Tils graduated from the University of Cologne with an MBA. He has more than 35 years of experience in banking. Mr. Tils joined Deutsche Bank AG in 1977 and has been serving as the Chief Executive Officer for the Central and Eastern Europe Region at Deutsche Bank in Frankfurt since 2005. Tils was appointed as the Chairman of the Board of Directors of Deutsche Bank A.Ş. on November 21, 2012. 2 Ersin Akyüz Executive Board Member, CEO Born in 1961, Mr. Akyüz has a Bachelor’s and Master’s degree in Economics from the London School of Economics in addition to a Master’s degree in Business Administration from the University of Chicago. Assuming various positions both in Turkey and abroad in his 24 - year banking career, Mr. Akyüz joined Deutsche Bank A.Ş. in February 2008 as the CEO/Executive Board Member. 3 Ahmet Arınç Executive Board Member, Deutsche Bank AG, London Markets Trading, Managing Director Born in 1970, Mr. Arınç is a graduate of the College of Wooster, Department of Economics. He has 21 years of experience in the banking industry and joined Deutsche Bank in 1998. Serving as a Managing Director in charge of Emerging Markets Trading at Deutsche Bank AG, Mr. Arınç joined the board of Deutsche Bank A.Ş. in August 2000. Mr. Arınç has been serving as an Executive Board Member since September 2002. 4 Kaya Didman Vice Chairman of the Board of Directors, Chairman of Audit Committee Born in 1962, Mr. Didman is a graduate of Boğaziçi University, Department of Business Administration. Mr. Didman held senior positions in companies such as Türk Ekonomi Bank, Baring Securities (London) and Morgan Stanley & Co. in London. Appointed to the Board of Directors at Deutsche Bank A.Ş. in June 2007, Mr. Didman has served as the Audit Committee Chairman since March 2008. 5 Hamit Sedat Eratalar Board Member Responsible from Internal Systems Born in 1952, Mr. Eratalar is a graduate of Ankara University, Department of Economics and Public Finance. He worked as a partner at Arthur Andersen between 1981 and 2001 and served as a founding partner at Eratalar Management Consulting between 2001 and 2008. Serving on the Board of Directors at Deutsche Bank A.Ş. since August 2001, Mr. Eratalar was appointed Board Member in Charge of Internal Systems in 2006. Eratalar temporarily served as a member of the Audit Committee in 2012. 02 - Management and Corporate Governance Board of Directors Deutsche Bank Annual Report 2012 21 6 Marco Kistner Member of the Board of Directors Born in 1964, Marco Kistner graduated with a degree in Banking Management from the University of Frankfurt. With 29 years of banking experience, Mr. Kistner has been working for Deutsche Bank AG since 1984. Currently serving as the Global Director of Emerging Markets Credit Risk Management, Mr. Kistner was appointed as a member of Board of Directors of Deutsche Bank A.Ş. in September 2012. 7 Satvinder Singh Member of the Board of Directors Born in 1970, Satvinder Singh graduated with an MBA from the University of Durham. Having worked for HSBC and Citibank before joining Deutsche Bank AG in 2011, Mr. Singh is the Global Director of Direct Securities Services and Cash Management FI. Mr. Singh was appointed as a member of the Board of Directors of Deutsche Bank A.Ş. in July 2012. 8 Miklos Kormos Member of the Board of Directors Born in 1962, Miklos Kormos holds a Master’s degree in Diplomatic Relations from the University of Vienna and a PhD in Economics from the University of Budapest. He joined Deutsche Bank AG in 2007 and currently serves as the Managing Director responsible for Deutsche Bank AG’s Investment Banking operations in Central Europe, Israel and Turkey. With 20 years of experience in banking, Mr. Kormos was appointed as a member of the Board of Directors of Deutsche Bank A.Ş. in November 2012. 9 Özge Kutay Member of the Board of Directors responsible from Financial Reporting Chief Operating Officer Born in 1970, Ms. Kutay is a graduate of the Faculty of Business Administration at Istanbul University. Starting her career at the Turkey Office of KPMG in 1993, Ms. Kutay has 16 years of experience in banking. Having been employed by Deutsche Bank A.Ş. since 1998, she served as an Assistant General Manager between 2001 and 2012 before being appointed as a member of the Board of Directors in October 2012. 10 Paul Antony Geradine Member of the Board of Directors, Member of the Audit Committee Born in 1960, Paul Geradine holds a Master’s degree in Modern History from the University of Oxford. Having worked for UBS AG and HSBC before joining Deutsche Bank AG in 2012, Mr. Geradine is currently responsible for Deutsche Bank AG’s Corporate Banking Services Compliance Unit in the Europe, the Middle East and Africa regions. Mr. Geradine was appointed as a member of the Board of Directors and a member of the Audit Committee of Deutsche Bank A.Ş. in December 2012. Outgoing: Jürgen Hinrich Fitschen, Mark Brian Satterthwaite, Ralph Glenn Lehnert. None of the members of the Board of Directors is involved in transactions with the Bank either in their own capacity or on behalf of third persons or engaged in operations considered under the prohibition of competition. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Senior Management 22 Senior Management Ersin Akyüz, Executive Board Member, CEO: Born in 1961, Mr. Akyüz has a Bachelor’s and Master’s degree in Economics from the London School of Economics in addition to a Master’s degree in Business Administration from the University of Chicago. Assuming various positions both in Turkey and abroad in his 24-year banking career, Mr. Akyüz joined Deutsche Bank A.Ş. in February 2008 as the CEO/Executive Board Member. Özge Kutay, Member of Board of Directors responsible from Financial Reporting Chief Operating Officer: Born in 1970, Ms. Kutay is a graduate of the Faculty of Business Administration at Istanbul University. Starting her career at the Turkey Office of KPMG in 1993, Ms. Kutay has 16 years of experience in banking. Having been employed by Deutsche Bank A.Ş. since 1998, she served as an Assistant General Manager between 2001 and 2012 before being appointed as a member of the Board of Directors in October 2012. Ali Doğrusöz, Assistant General Manager - Technology and Operations: Born in 1963, Mr. Doğrusöz graduated from North Carolina State University, Department of Mechanical Engineering and received a master’s degree in Mechanical Engineering from Middle East Technical University. With 24 years of professional experience, Mr. Doğrusöz has been working at Deutsche Bank A.Ş. as the Assistant General Manager since 2002. Süleyman Mert Haracçı, Assistant General Manager - Markets: Born in 1971, Mr. Haracçı graduated with both undergraduate and master’s degrees from Marmara University, Department of Finance. Serving in the banking sector since 1996, Mr. Haracçı joined Deutsche Bank A.Ş. in 2000. He was appointed Assistant General Manager in 2009. Mustafa Bağrıaçık, Assistant General Manager - Corporate Finance, Investment Banking Coverage and Advisory, Corporate Coverage: Born in 1968, Bağrıaçık holds a Bachelors degree from the Mechanical Engineering Faculty of Istanbul Technical University, a Masters in Finance from Boston College, and a Masters in Management from Suffolk University. Throughout his 18 - year banking career, Bağrıaçık has undertaken various posts both in Turkey and abroad. Bağrıaçık was appointed as Assistant General Manager in October 2012. Hakan Ulutaş, Assistant General Manager - Global Transaction Banking, Direct Securities Services: Born in 1965, Mr. Ulutaş is a graduate of Istanbul University, Department of Business Administration and holds a master’s degree in Business Administration from Marmara University as well as a master’s degree in Management from North Carolina State University. Mr. Ulutaş spent 20 years of his 23-year professional career in the banking sector. Hakan Ulutaş has been with Deutsche Bank A.Ş. since 2004. Ulutaş was appointed as the Assistant General Manager in October 2012. Cenk Esener, Assistant General Manager - Global Transaction Banking, Trade Finance and Cash Management Corporates: Born in 1970, Mr. Esener graduated from Eastern Mediterranean University, in the Department of Economics. Having served for 17 years in similar positions in various banks, he joined Deutsche Bank A.Ş. in August 2009, and was appointed as Assistant General Manager in October 2012. Hüseyin Hüsnü Okvuran, Managing Director - Corporate Finance, Investment Banking Coverage and Advisory, FI Coverage: Born in 1972, Mr. Okvuran graduated with a Bachelor’s degree from the Faculty of International Relations and Economics at Yale University. Throughout his 19-year banking career, Okvuran has undertaken various positions in the investment-banking sector abroad. Okvuran took up his position as director responsible for Turkey, the Middle East and South-eastern Europe at the Deutsche Bank Investment Banking Services, Financial Institutions Group in August 2011. Pınar Çapanoğlu Altuğ, Director - Global Transaction Banking, Cash Management and Trade Finance, FIs: Born in 1977, Mrs. Çapanoğlu graduated from the Middle East Technical University with a degree from the Department of Economics. Serving in the banking sector since 1999, Mrs. Çapanoğlu joined Deutsche Bank A.Ş. in 2008. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Senior Management 23 Ali Cem Cansu, Director - Corporate Finance, Capital Markets and Treasury Solutions, Corporate Banking: Born in 1972, Mr. Cansu graduated from the Department of Political Science and Public Administration in Middle East Technical University Administrative Sciences. Mr. Cansu holds an Executive MBA degree from Koç University from 2007 and has a total of 16 years of banking experience mainly in the fields of Corporate Banking and Trade Financing. He has been providing services for Deutsche Bank A.Ş. since March 2010. Dr. Cem Akyürek, Director - Research: Born in 1959, Mr. Akyürek graduated from the Department of Economics in Boğaziçi University. Holding MA and PhD degrees from Florida Atlantic University and University of Miami, Mr. Akyürek has been providing services for Deutsche Bank A.Ş. since 2008. Mr. Akyürek has a wealth of experience over the course of 22 years and prior to joining Deutsche Bank, he worked in various positions in domestic and foreign financial institutions regarding strategic planning and economic research in addition to conducting academic studies. Orhan Özalp, Vice President - Corporate Finance, Capital Markets and Treasury Solutions, Financial Institutions: Born in 1982, Mr. Özalp graduated with a Bachelor’s degree from the Economics and Business Administration Departments at Koç University. Having worked at the Trading Unit for Deutsche Bank A.Ş. since 2006, Özalp has been serving as the Manager in charge of Financial Institutions since 2011. Özcan Yekta Bahadıroğlu, Director - Internal Audit: Born in 1969, Mr. Bahadıroğlu is a graduate of Middle East Technical University, Department of Economics and holds an MBA from RSM Erasmus University. Working in the banking industry since 1996, he joined Deutsche Bank A.Ş. in 2002. Mr. Bahadıroğlu holds CIA (Certified Internal Auditor) and CISA (Certified Information Systems Auditor) certificates. Mustafa Kemal Şahin, Director - Compliance and Internal Control: Born in 1970, Mr. Şahin is a graduate of Middle East Technical University, Department of Economics and has an MBA from Warwick Business School. Working in the banking sector since 1992, Mr. Şahin joined Deutsche Bank A.Ş. in 2005 and was appointed as the Money Laundering Reporting Officer of the Bank. Mustafa Kemal Şahin is also appointed as Anti-Money Laundering Officer. Cenk Ertunç Ulak, Director - Risk Management: Born in 1976, Ulak holds a Bachelors degree in Management from Boğaziçi University and a Masters in Management from Koç University. Working in the banking sector since 1999, Ulak joined Deutsche Bank A.Ş. in 2011. Günce Çakır İldun, Director - Legal: Born in 1977, Mrs. İldun is a graduate of Ankara University, Faculty of Law and holds a Master of Laws (LL.M.) degree from State University of New York, Buffalo. Günce Çakır İldun has 13 years of professional experience, 12 of which were in the banking sector. Mrs. İldun has been with Deutsche Bank A.Ş. since December 2006. Ayşe Betül Göksal, Director - Human Resources: Born in 1967, Mrs. Göksal holds an undergraduate degree in psychology from the Boğaziçi University. Having served in the field of human resources in various sectors since 1991, Mrs. Göksal spent 16 years of her 21 years of professional experience dealing with human resources practices in the banking sector. Gonca Duygu Özcan, Vice President - Global Logistic Services: Born in 1972, Mrs. Özcan is a graduate of Istanbul Technical University, Department of Architecture and holds an MBA from Istanbul Bilgi University/Manchester Business School. She has 20 years of professional experience, 17 of which are in the banking sector. Mrs. Özcan joined Deutsche Bank A.Ş. in 2006. Nesrin Akyüz, Vice President - Finance: Born in 1975, Nesrin Akyüz graduated from the Middle East Technical University with a degree from the Department of Business Administration. Having gained auditing experience in various banks since 1997, Akyüz joined Deutsche Bank A.Ş. in 2006. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Statutory Auditors Committees 24 Statutory Auditors Erdal Hasan Ortaç, Statutory Auditor: Born in 1948, Mr. Ortaç is a graduate of the Istanbul Academy of Economics and Commercial Sciences. He has 40 years of professional experience and has been serving as a statutory auditor since June 2006. Sacit Akdemir, Statutory Auditor: Born in 1964, Sacit Akdemir is a graduate of Ankara University, Department of Public Administration within the Faculty of Political Sciences, and holds an MA in Economics from Eastern Michigan University. He has served in various positions in public and private sectors since 1986. Sacit Akdemir has been serving as a statutory auditor since 2006. Committees Audit Committee Kaya Didman, Chairman Paul Antony Geradine, Member The Audit Committee was established on October 31, 2006, pursuant to the Board of Directors Resolution No. 48/6. The Audit Committee convened 19 times during the 2012 fiscal year. Assets and Liabilities Committee (ALCO) Ersin Akyüz, Chairman Özge Kutay, Member Cenk Esener, Member Hakan Ulutaş, Member Joachim Bartsch, Member S. Mert Haracçı, Member Cenk Ertunç Ulak, Member The ALCO is responsible from analyzing the Bank's future capital requirements by overseeing the structure of the Bank's assets and liabilities, and evaluating riskbearing assets, liquidity and market risk. The ALCO convenes quarterly under the presidency of the Bank’s CEO. During the 2012 fiscal year, all committee meetings were attended by all members either in person or via teleconferencing. Executive Committee (EXCO) Ersin Akyüz, Chairman Özge Kutay, Member S. Mert Haracçı, Member Hakan Ulutaş, Member Cenk Esener, Member Pınar Çapanoğlu Altuğ, Member H. Sedat Eratalar, Member Mustafa Bağrıaçık, Member The Executive Committee meets once a month for a number of purposes including Deutsche Bank's global strategies to be followed in Turkey, generating ideas for the mutual development of coordination and new business ideas among the executive units established in Turkey, in addition to exploring cross-selling opportunities, coordination with the infrastructure units and assessing any risks regarding the reputation of Deutsche Bank’s franchise. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Committees 25 Operations Committee Özge Kutay, Chairman Ali Doğrusöz, Member Mustafa Kemal Şahin, Member Ö. Yekta Bahadıroğlu, Member G. Duygu Özcan, Member Ayşe Betül Göksal, Member Günce Çakır İldun, Member Cenk Ertunç Ulak, Member Nesrin Akyüz, Member The Operations Committee meets on a weekly basis. The Committee is a platform where all Operations, Support and Control Units discuss the developments, changes and problems regarding the operations of the Bank, produce solutions and organize the effective utilization and allocation of resources. The Committee meeting minutes are reported to the CEO and the Board Member responsible from the Internal Systems. Personnel Committee Ersin Akyüz, Chairman Özge Kutay, Member Ayşe Betül Göksal, Member Ali Doğrusöz, Member S. Mert Haracçı, Member Hakan Ulutaş, Member Cenk Esener, Member The Personnel Committee is responsible for setting up the necessary platforms for establishing, implementing, discussing and modifying personnel policies; evaluating promotion recommendations up to the Vice President level; organizing training and development tasks that have Bank-wide relevance; and implementing the benefits to be provided to the personnel. The Committee meets once a year or when deemed necessary by the Committee Chairman or the Human Resources Unit. Human Resources represent units that are not self-represented in Committee meetings. Reputational Risk Committee Ersin Akyüz, Chairman Ahmet Arınç, Member H. Sedat Eratalar, Member Özge Kutay, Member M. Kemal Şahin, Member Sancar Tomruk, Member Hakan Ulutaş, Member Cenk Esener, Member Günce Çakır İldun, Member Clients, transactions and other matters that are deemed to be of potential risk to the Bank’s reputation are assessed at the Reputational Risk Committee. The Reputational Risk Committee offers recommendations to the related units on whether the Bank should accept the transactions or clients under consideration. The Committee meets under the presidency of the CEO when deemed necessary. The Compliance and Internal Control Director undertakes the duty of Secretary of the Committee. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Committees 26 Credit Committee Ersin Akyüz, Chairman H. Sedat Eratalar, Member Özge Kutay, Member The Credit Committee was established to allocate credits under the authority delegated to the committee by the Board of Directors’ decision No. 84 dated December 13, 2010. The Committee takes loan decisions within the limits determined for itself, and by determining the allocation conditions. The frequency of Credit Committee meetings is arranged as per necessity, but no less than twice a month. Risk Management Meetings Risk Management Meetings are held on a weekly basis with the participation of at least the following members: - Member of the Board of Directors responsible from Internal Systems, - CEO, - Head of the Risk Management Unit, - Member of the Board of Directors responsible from Financial Reporting and the COO, - if necessary, head of any of the business units." The Meetings are held on a weekly basis, and cover such issues as global and local market developments and the impact of probable interest rate and exchange rate movements on the Bank’s balance sheet. The Bank’s foreign currency and T-Bill/ bond/bill exposure, as well as credit and operational risks are also evaluated in these meetings. Participation of Board Members and Committee Members in Meetings The Board of Directors meets at least once a month in accordance with the Bank’s Articles of Association and governing legislation to oversee matters related to the Bank and to make decisions (within the scope of its duties and responsibilities). When deemed necessary, the Chairman of the Board of Directors also calls for meetings. During 2012, members participated in Board meetings regularly, conforming to the criteria for a quorum to convene and make decisions. The Audit Committee meets at least once a month. In principle, Committee members participate in all meetings. However, in the event that they are not present at the Bank, due to business travel arrangements or other reasons, they participate through teleconferencing to present their opinions and suggestions regarding agenda items. In 2012, the Committee and Council Members participated in Committee meetings regularly, conforming to the criteria to form a quorum to convene and arrive at decisions. Transactions conducted by Members of the Board of Directors with the Bank Pursuant to the permission granted by the Bank's General Assembly, none of the members of the Board of Directors is involved in transactions with the Bank either in their own capacity or on behalf of third persons or engaged in operations considered under the prohibition of competition. Financial Benefits of the Senior Executives In the current period, the total benefits allocated to senior executives such as Chairman of the Board of Directors, members of the Board of Directors, the CEO and the Assistant General Managers amounting to TL 15,127 thousands and expenses such as the transportation and accommodation of senior executives amounting to TL 799 thousands. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance The Summary Board of Directors Report Presented to the General Assembly 27 The Summary Board of Directors Report Presented to the General Assembly As of December 31, 2012, the Bank’s total assets amounted to TL 1,296,966 thousands, decreased by 42% compared to the previous year. The main reason of the decrease is the decrease in trading financial assets. Total loans decreased by 28% from TL 531,975 thousands at the end of 2011 to TL 381,905 thousands by the end of 2012. All loans are short-term. Total deposits amounted to TL 430,740 thousands at the end of 2012, implying 29% growth over the TL 334,835 thousands at the end of 2011. This growth was largely driven by the increase in banks deposits. Items held in Custody grew by 32% from TL 31,210,449 thousands at the end of 2011 to TL 41,325,502 thousands at the end of 2012. Off-balance sheet items fell from TL 5,206,197 thousands at the end of 2011 to TL 3,401,449 thousands at the end of 2012 due to the impact of the decrease in trading derivative financial instruments. By the end of 2012, the Bank’s net profit after taxes grew by 225% compared to the previous year-end to reach TL 104,107 thousands. The Bank continues to operate at high levels of profitability and strengthens its equity. The Bank commands a high level of liquidity which is sufficient to meet its debts, and a capital adequacy standard ratio well in excess of the minimum rate set by the related regulations. Information on Dividend Distribution Policy The allocation and the distribution of the net profit are decided at the Deutsche Bank A.Ş. shareholders’ Annual General Assembly. Since the Annual General Assembly concerning the 2012 financial year had not been held as of the date of this Report, no decision has yet been taken on the distribution of dividends. In the Bank’s Annual General Assembly held on March 28, 2012, of the TL 32,073 net profit generated in 2011, a total of TL 30,469 was allocated to Extraordinary Reserves after allocating TL 1,604 into Legal Reserves. Subsequently, in the Extraordinary General Assembly held on September 27, 2012, a decision was taken to distribute a dividend of TL 6,414 from the Reserves in accordance with the allowance by the Banking Regulation and Supervision Agency dated March 20, 2012. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Human Resources Applications Related - Party Transactions 28 Human Resources Applications The training needs of employees are determined with the cooperation of department managers and Human Resources. In addition to local training and development programs, the Bank also takes advantage of the global opportunities presented by Deutsche Bank. Considering development of talents necessitated by working internationally important, Deutsche Bank offers its employees the services of domestic and foreign training companies for personal development training as well as technical training in line with their needs. Performance evaluation and goal setting are carried out online in computer environment at certain times of the year. Within this scope, the process continues with the managers’ feedback after the employee self-evaluations are received. The results of the performance evaluations are used in career planning and to determine training and development needs and compensation strategies. Our “Diversity at Work” week was held between 5th and 9th November, 2012, and included a meeting concerning intergeneration communication. As of December 31, 2012, Deutsche Bank A.Ş. had 105 employees. Of the Bank’s employees, 2% are high school graduates, 65% are university graduates while 33% hold a Masters and/or a PhD. Related - Party Transactions Within the scope of its activities, the Bank enters into various transactions with Group companies. These transactions are conducted at market prices and for fully commercial purposes. The resulting profit/loss is reflected in the income statement. The related party transactions of Deutsche Bank A.Ş. are reported in detail in the notes to the financial statements included in this annual report. The Bank did not take part in any legal transactions with the controlling Company or with any party related to the controlling Company and/or with the direction of the controlling Company for the benefit of the controlling Company or its related parties. Since banking regulations and market conditions are taken into account as far as the relations with the Group companies are concerned, measures are neither taken nor specifically avoided to be taken for the benefit of the controlling Company or its related parties in the past fiscal year. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Outsourced Services 29 Outsourced Services The business lines and names of the entities that we have procured support services from in 2012 are listed below pursuant to Regulation on Bank's Procurement of Support Services. Outsourcing Companies Business Lines of Outsourced Services Explanation of the Service Securverdi Güvenlik Security Security services in the office, Hizmetleri A.Ş. building and their extensions, transportation of cash and securities Akbasım Matbaacılık ve Operations The secure and timely printing of Ticaret Ltd. Şti. check books in accordance with legal requirements as to form JCI Correspondence Correspondence Services BİS Çözüm Bigisayar ve Information Systems Main Banking System Entegrasyon Hiz. ve Tic. A.Ş. Global Bilişim Bilgisayar Yazılım Information Systems Technical support and maintenanceDanışmanlık San. ve Tic. Ltd. Şti. EFT/EMKT web interface development and maintenance Dataassist Bilgi Teknolojileri A.Ş. Human Resources Payroll Services Manpower İnsan Kaynakları Ltd. Şti. Human Resources Human Resources Services Deutsche Bank AG Information Systems Technical support and maintenance SMARAGD suspicious activities Deutsche Bank AG Information Systems Technical support and maintenance Message Broker-Swift interface Deutsche Bank AG Information Systems Technical support and maintenance Support services regarding send/receive procedures of MNT - Swift Messages BT Bilişim Hizmetleri A.Ş. Information Systems Location supply and all infrastructure services for Disaster Recovery Site Deutsche Bank AG Operations Operational support services within the context of Hotscan - Embargo filtering practices Deutsche Bank AG Information Systems Technical support and maintenance Hotscan - Embargo filtering practices Deutsche Bank AG Information Systems Technical support and maintenance - SSR Reconciliation practises - Technical support and maintenance - ID-Management Management of User Accounts Deutsche Bank AG Information Systems Technical support and maintenance - Active Directory - ID Management Deutsche Bank AG Information Systems Technical support and maintenance Network Support Deutsche Bank AG South African Branch, Information Systems Technical support and maintenance Securities (Pty) Ltd, Auto hedger Deutsche Securities SA (Pty) Ltd. Deutsche Bank AG Information Systems Technical support and maintenance - DAP Platin S.M.M.M. Ltd. Şti. Operational Proceedings Data entry and filing services Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Corporate Social Responsibility 30 Corporate Social Responsibility Deutsche Bank A.Ş. considers corporate social responsibility to be of utmost importance and priority. The Bank takes a highly sensitive approach to the production of social responsibility projects and the support of existing projects. Deutsche Bank A.Ş. is aware of the fact that social responsibility is as important as providing customer satisfaction, employee motivation and a healthy, efficient and high-quality working environment. Donations, support and expenses undertaken by Deutsche Bank A.Ş. within the framework of corporate social responsibility projects amounted to TL 264,591 in 2012. Deutsche Bank continues to be a bridge between Germany and Turkey in terms of developing economic, social and cultural relations: Deutsche Bank pays great attention to the development of economic, social and cultural relations between Germany and Turkey. In order to contribute to these long - running relations between the two countries, the Bank works diligently on the development of economic, social and cultural projects. Through the Contribution to the Harmony Project, Deutsche Bank supports Turkish - German Student Exchange programs as part of Deutsche Bank’s attention on enhancing the bonds of friendship and long-standing relations between the two nations, and the Bank seeks to raise awareness among young people of the differences between the two cultures, while encouraging them to get to know and understand each other and their family structures. Deutsche Bank Germany has been organising the traditional annual “Incentive Tour for Top GMC Clients” meeting for the last eleven years for the senior managers of its prominent medium scale corporate clients. Due to the importance that the Bank accords to the development of social and cultural relations between Germany and Turkey, this meeting has taken place in Istanbul four times over this period. Those who attended the meetings organized in Istanbul with their families gained the opportunity to get to know the city’s historical, cultural and natural beauties and enrich their impressions of Turkey. The "1st Turkish-German Investment and Cooperation Conference" was organised in 2010 in Berlin, with Deutsche Bank as the lead sponsor in cooperation with the Foreign Economic Relations Board (DEIK), the Turkish-German Business Council and participants including Turkish and German government officials, and representatives of the business world and media. The Conference proved a success, and the "2nd Turkish-German Investment and Cooperation Conference" was held in Berlin in coordination with the DEIK Turkish-German Business Council in 2011. These relations continued to strengthen in 2012 as well. Deutsche Bank will continue its studies on developing economic, social and cultural relations between Germany and Turkey. Sait Taşcıoğlu Primary School Project: The “Sait Taşçıoğlu Primary School” project has been ongoing since 2010. As part of the project, negotiations were conducted with officials to determine the needs of the school, located in the village of Zerzevatçı in Istanbul’s Beykoz district, and its pupils in 2012. As part of the Project, which was organised by Deutsche Bank employees, the necessary approval for renewing the school’s playground was received and construction of the playground was completed. Various educational games and events were organised for young pupils of the school on the 23rd April National Sovereignty and Children’s Day. Moreover, in order to promote reading, Deutsche Bank employees donated books to the school. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Corporate Social Responsibility 31 International Women’s Day, 8th March: On International Women’s Day on 8th March, a coffee morning for mothers of pupils attending the Sait Taşçıoğlu Primary School, located in the Zerzevatçı Village in Istanbul’s Beykoz district, was organized to underline the importance of women in our society and their personal development. Mothers who attended the session had the opportunity to ask the visiting psychologist questions regarding their children’s development and express their concerns, and found a platform to share their thoughts and problems. Van Earthquake Project In order to heal the wounds of those earthquake victims left homeless by the Van earthquake which struck in October 2011, Deutsche Bank allocated a budget of 100,000 Euros to construct container homes and provide the necessary furnishings. A total of 20 containers were installed in the Vizontele and Akdamar prefabricated towns, and were handed to their new owners after infrastructure studies were completed. In an effort to help alleviate the pain of earthquake victims, visits were organised for families living in prefabricated towns and the necessary help was provided after ascertaining their needs. Moreover, with a well-coordinated campaign among Deutsche Bank employees tents, food and clothing aid were provided. Deutsche Bank provided scholarships to 15 primary school pupils on the recommendation of the Van Governorship Welfare and Solidarity Foundation. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Corporate Social Responsibility 32 University of California, Berkeley-USA MBA Student Group’s Visit: In response to a request by the University of California in Berkeley, a presentation was conducted on the Turkish finance sector at our Bank for a group of MBA students visiting Istanbul, and information was provided about Deutsche Bank’s activities in Turkey. Culture and Arts: In order to encourage creativity and innovation, Deutsche Bank has been supporting promising young artists all over the world in the fields of painting and music for 31 years. The starting point of the Deutsche Bank collection, the largest and most important corporate art collection in the world, can be considered as its decisiveness and sensibility in contributing to the development of art. The corporate collection, expanding since 1945, consists of paintings and photographs. Deutsche Bank has organised the exhibitions, Habersiz Buluşma (Blind Date) and Joseph Beuys ve Öğrencileri (Joseph Beuys and His Students) in Istanbul in previous years. As the sponsor of the ‘1st Contemporary Istanbul and Edge of Arabia Istanbul: Transition’ exhibition, Deutsche Bank highlighted the importance it attributes to Istanbul as a bridge between civilizations. Berlin Philharmonic Orchestra: Deutsche Bank has supported the Berlin Philharmonic Orchestra since 1989, which was established as an autonomous assemblage in 1882 and has been accepted as the most noteworthy musical constitution of our era. In 2002, Deutsche Bank was the exclusive partner and focused on the education of the talented youngsters. Deutsche Bank also extended an opportunity to open a digital concert hall as an innovative initiation in 2009 which would enable the orchestra to reach more people through the Internet. For the first time in its history, the Berlin Philharmonic Orchestra performed a concert in Istanbul as part of the Istanbul Culture and Art Foundation’s 40th anniversary events. Furthermore, the orchestra performed a concert as part of the 26th International Izmir Fest, which was organised by the Izmir Culture, Art and Education Foundation. Deutsche Bank believes in the universality of art, and will continue to closely follow and support young artists around the world. We encourage individuals to take responsibility for their own cities: The “Urban Age” conference and project competition, Deutsche Bank’s forum for examining the future of metropolitan cities around the world that took place in Istanbul in 2009, organised by the Alfred Herrhausen Society and the London School of Economics (LSE), continued in 2012. Through the “Urban Age” conference and project competition, issues such as the participation in urban life and taking responsibility in multi-cultural societies were discussed with people from different environments, workshops were conducted in an effort to encourage individuals to question the idea of being an urbanite and to take responsibility for their own cities, as well as following up with award winning projects. Deutsche Bank Annual Report 2012 02 - Management and Corporate Governance Corporate Social Responsibility 33 Deutsche Bank A.Ş. employees have been implementing their own social responsibility projects by taking individual responsibility: Deutsche Bank A.Ş. pays prioritised attention to ensure that its employees are individuals who are socially and environmentally conscious, sensitive and prepared to take responsibility. Therefore, employees are encouraged to take responsibility individually and to carry out their own projects. Deutsche Bank employees improved their individual projects and worked actively on collecting waste paper, plastic bags and caps of plastic bottles in an effort to create a more sustainable environment. Employees also worked on water and energy saving projects. Deutsche Bank A.Ş. employees, even when they give a special gift to their loved ones, contribute to people who face financial difficulty, the environment and education by acting with concern for social responsibility. Continued support for foundations supporting the environment, women’s labor and education: Through the “Dünya Haftası / Earth Week”, which is celebrated between 26th and 31st March in the world and aims to raise awareness of environmental issues, necessary measures were taken to promote the economical and correct use of water and energy resources. There were a number of presentations and speeches during the week, aimed at raising environmental awareness. Various events were organised in November 2012 across all Deutsche Bank branches simultaneously as part of “Diversity Week”, which is aimed at creating awareness and promoting better understanding between individuals. In a project organised for the Turkish Spinal Chord Paralysis Association, wheelchairs were provided to two people, to offer them mobility and make their lives easier. Handmade gifts, made by women on low incomes who were members of the Foundation for the Support of Women’s Work, were purchased by Deutsche Bank employees as new-year gifts. Accordingly, our handcraft products gained a higher profile, improving the economic freedom of women in our society. Aid packs under the name of ‘iyilik kutusu (Goodness Boxes)’, prepared by the Turkish Foundation for Children in Need of Protection, were handed to Deutsche Bank employees as a gift in Eid al- Fitr and support was provided for the education of homeless children. Deutsche Bank employees donated books to the Turkish Foundation for Children in Need of Protection in an effort to encourage reading. The TEMA foundation presented a tree sapling to Deutsche Bank employees on their birthdays. 03 - Financial Assessment and Risk Management Statutory Auditors’ Report - 35 Report of the Audit Committee - 35 Management Declaration - 37 Audits - 38 Other Information Regarding Corporate Actions - 38 Financial Assessment - 39 Monitoring Targets - 39 Risk Management Policies - 39 Credit Ratings - 41 Summary of Five - Year Financial Highlights - 42 Annual Report Compliance Opinion - 43 Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Statutory Auditors’ Report Report of the Audit Committee 35 Statutory Auditors’ Report The transactions and accounts of Deutsche Bank A.Ş. in 2012 were audited by Statutory Auditors Erdal Hasan Ortaç and Sacit Akdemir in accordance with Banking Law No. 5411, other applicable legislation and the Bank’s Articles of Association. The Bank’s balance sheet and income statement were found to be consistent with the accounting records and the accounting records, in turn, were found to be in conformity with the underlying documents and records. Based on their audit, the statutory auditors recommend that the General Assembly accept the Board of Directors’ proposal to approve the Bank’s 2012 balance sheet and income statement, and allocate and distribute the net profit of the Bank as dividend. Report of the Audit Committee The Audit Committee did not observe any adverse occurrences regarding the Bank’s internal control, internal audit and risk management systems during the 2012 fiscal year. The Committee regularly corresponded with the Bank’s internal systems department managers, closely monitored the Bank’s risk and operations and ensured that all measures were taken for timely identification and elimination of any risk. Regarding the compliance of the Bank’s accounting practices with the Banking Law No. 5411 and other applicable legislation, the Committee reviewed the assessments of the independent auditors and did not encounter any discrepancies. Our observations and opinions on the Bank’s risk management and internal control activities are as follows: Supervision by the Board of Directors and Executive Management: The Board of Directors consists of experienced members who work actively in the banking sector, are specialized in various fields of the banking profession and possess sufficient knowledge on different types of assumed risks, how these risks occur and how they can be managed. The Executive Management works in close contact with the Board of Directors, is knowledgeable and experienced on risk and is capable of utilizing the know-how and experience of the parent bank, Deutsche Bank AG, in these areas. Responsibilities regarding continuous risk reporting associated with developments in the financial markets, risk management practices and the Bank’s operations have been identified. Risk reporting is performed on a daily basis. The Board of Directors and the Executive Management monitor the reliability and functioning of accounting and reporting systems through specialists who are not users of these systems. The Board of Directors, Executive Management and the parent company, Deutsche Bank AG, continuously review risk acceptance limits and implement the necessary preventive measures in response to changing market conditions. Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Report of the Audit Committee 36 The Board of Directors, Executive Management and the parent company, Deutsche Bank AG, act conscientiously to ensure that the Bank’s business units and business lines employ personnel who possess the necessary knowledge, experience and expertise regarding the nature and scope of the tasks being performed. In addition, employees are offered the opportunity to benefit from the Deutsche Bank AG specialists, their knowledge and experience. Through "the Code of Business Conduct and Ethics for Deutsche Bank Group" document notified to the Deutsche Bank employees during the recruitment process against signature, the Board of Directors, Executive Management and the main partner, Deutsche Bank AG, have determined the general rules in order to form the human resources team to conduct the Bank's activities in a safe and reliable way. Thus, the necessary measures undertaken to carry out the Bank’s operations in a safe and reliable manner and to ensure that employees are honest and ethical and that they behave consistently with the Bank’s prudent management philosophy and conduct. The Board of Directors, Executive Management and the parent company, Deutsche Bank AG, monitor all operations of the Bank adequately through various internal audit and control systems. Before the Bank embarks on a new line of business or launches a new product, the Board of Directors, Executive Management and the parent company, Deutsche Bank AG, require the implementation of New Product Approval and New Business Approval procedures to assess all potential risk which may arise from such business or products, and provide the necessary infrastructure and internal controls for the management of such risk. The New Product Approval and New Business Approval procedures intend to overview the adequacy of the Bank’s infrastructure necessary for identifying, monitoring and controlling the potential risk before embarking on a new operation or launching a new product. Risk Management Policies, Implementation Methods and Limits: The Bank’s risk in trading treasury bills and government bonds has been identified and policies, implementation methods and limits to measure, monitor and control these have been established. These policies, implementation methods and limits are consistent with the level of experience, goals and objectives and financial strength of Deutsche Bank A.Ş. as well as of the parent bank, Deutsche Bank AG. Following the determination of risk policies by Deutsche Bank AG, the Bank Risk Committee evaluates these policies, adopts those that are appropriate for Deutsche Bank A.Ş. and then submits them for the approval of the Board of Directors. Hierarchical structure of the authorities and responsibilities in the Bank’s operations are set out in the organization chart. We did not identify any transaction that might result in any significant risk during 2012. The Bank’s risk management and internal control systems are capable of identifying potential risk in advance. On behalf of the Audit Committee Kaya Didman, Chairman Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Management Declaration 37 Management Declaration As a result of the assessment made by the Board of Directors of Deutsche Bank A.Ş. (“Bank”) of the internal controls on information systems and banking processes for the audit period of January 1, 2012 – December 31, 2012 in terms of efficiency, adequacy and compliance pursuant to Regulation on Bank Information Systems and Banking Processes Audit to be Performed by External Audit Institutions, which became effective on December 31, 2009 and publicly announced at the Official Gazette on January 13, 2010 with issue no. 27461, by the Banking Regulation and Supervision Agency and the Circular Letter dated June 30, 2010 with no. B.02.1.BDK.0.77.00.00.010.06.02/3 on “Management Declaration”, which specifies the particulars of the Management Declaration, preparation of which is stipulated in Article 33 of the Regulation above, Board of Directors of Deutsche Bank A.Ş. hereby declares that, • Board of Directors of our Bank is responsible from establishment and performance of an efficient, adequate and compliant internal control system pursuant to Articles 29 and 30 of the Banking Law with no. 5411 and to paragraph 1 of Article 4 of the Regulation on the Internal Systems of the Banks, which was publicly announced at the Official Gazette of November 1, 2006 with issue no. 26333, • Internal Control and Internal Audit Units of our Bank performed an examination on the internal control system for the banking processes included in Article 25 of the Regulation on Bank Information Systems and Banking Processes Audit to be Performed by External Audit Institutions and the Information Systems processes included in Article 24 of the same Regulation and an assessment in order to reveal all significant control deficiencies regarding this system, • During the assessment made by the related units of our Bank on the internal control system, results of the works conducted by the related units of our Bank, not the results of the works of the external audit institution were used, • No significant control deficiency was detected on the Internal Control System of our Bank, • No significant control deficiency, which may hinder the efficiency, adequacy or compliance of our internal control system in accordance with the procedures and principles set forth in the second chapter of the Regulation on the Internal Systems of the Banks entitled “The Internal Control System” and the Communiqué on Principles to be Considered in Information Systems Management in Banks, which was publicly announced at the Official Gazette dated September 14, 2007 with issue no. 26643, was found, • As a result of the assessment made on our internal control system, all control weaknesses and noteworthy control deficiencies detected on our internal control system are classified and presented to the external auditor in Annex 1, even if they were corrected by the end of the period, • No act of misconduct or corruption, which may result in material misrepresentation in the Financial tables or materially impact the integrity, consistency, reliability and confidentiality, if and when a need for such confidentiality arises, of sensitive data of the Bank, especially the financial data, and continuity of the activities or in which managers, be it of important function or not, or other employees with critical duties in the internal control system of the Bank are involved, was detected, Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Management Declaration Audits Other Information Regarding Corporate Actions 38 • Current status of the findings, i.e. whether they are closed or not, determined in the previous external information systems and banking processes audits and presented to the bank, closure of which have not yet been approved by the external auditor are included in the Annex 2, • Subsequent to the examinations made on our internal control system, changes in the internal control system or in other issues which may materially impact the internal control system are presented to the external auditor in Annex 1 in a way that will include the corrective actions taken by the bank in significant and noteworthy control deficiencies. Board of Directors, Deutsche Bank A.Ş. Audits During the fiscal period, the Bank underwent financial audit performed by the Banking Regulation and Supervision Agency (BRSA) and the routine responsibility audit, which was entrusted by the Financial Crimes Investigation Board, to the BRSA and the routine responsibility audit, performed by the Central Bank of Turkey. In addition, independent auditor of the Bank performed quarterly interim audits and an annual audit. Other Information Regarding Corporate Actions No legal action has been lodged against the Bank that would affect the Bank’s fiscal position and actions. The Bank was ordered to pay an administrative fine of TL 185,444 by the BRSA as a result of inconsistencies found in the Bank’s application of regulations. No administrative or legal sanctions have been applied against the Bank’s Board of Directors. Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Financial Assessment Monitoring Targets Risk Management Policies 39 Financial Assessment A Higher Capital Adequacy than the Sector Average Deutsche Bank A.Ş. has a relatively high capital adequacy ratio when compared to the sector average. On and off-balance sheet foreign currency balances are managed concurrently. While the securities portfolio held for trading purposes comprise the majority of the Bank’s assets, the majority of its profit is derived from interest from securities, capital markets and foreign exchange transactions. Thus, ratios related to interest income are well below the sector average, whereas total non-interest income-related ratios are above the average. The Bank’s liquidity and interest risk are managed diligently by taking into account its capital and the funding limit set by Deutsche Bank AG, for the risk exceeding a reasonable amount, by selling forward securities to Deutsche Bank AG, London. The Bank maintains high levels of liquidity at all times and makes investment decisions depending on prevailing market conditions. The Bank’s parent company, Deutsche Bank AG, undertakes that it will fulfill the contracted responsibilities of Deutsche Bank A.Ş. based on its declaration which was approved at the General Shareholders and published in its annual report. An analytical assessment of the financial position is included in the Summary Report of the Board of Directors to the General Assembly. Monitoring Targets The annual budget is set by the Bank’s Board of Directors in line with the targets and monitoring activities check whether or not operational results are in line with the budget. As a result of the increase in interest income from marketable financial assets for the Bank’s own purposes, the net profit exceeded the budgeted profit. Decisions taken by General Assembly are fulfilled by the Board of Directors without exception. Risk Management Policies General Policies Deutsche Bank A.Ş. holds a portfolio including TL treasury bills, government bonds and private sector bonds for trading purposes, but the Bank does not trade in the equity market. Deutsche Bank does not extend cash or non-cash corporate loans with maturities of over 5 years. The Bank has various upper limits on cash loans, letters of guarantee and commercial letters of credit. Country and sector concentration limits also apply. The Bank carefully avoids interbank money market transactions whose maturities are beyond six months. Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Risk Management Policies 40 With the exception of banks and institutions with established limits, foreign currency transactions with banks and institutions are carried out on a “cashagainst-delivery” basis. The Bank’s approval procedures are followed for new products and business lines. All insurance transactions against operational risks are coordinated with Deukona. The Disaster Recovery Plan is reviewed and tested periodically. Compliance with such policies and limits are monitored on a daily basis. Any form of violation is reported to the senior management, the relevant department and the board member responsible for internal systems. Risk Management Policies Foreign currency transaction with banks and corporations are conducted on a pay on delivery basis, although Limit installed banks and corporations are exempted from this procedure. The Bank carries out approval procedures on new products and new business branches. Insurance transactions are coordinated with Deukona for types of operational risk. Reputational risks are discussed and determined by the Reputational Risk Committee. The Emergency plan is revised and tested periodically. Policies and limits are monitored on a daily basis; any violation is reported to the senior management, the relevant department and the board member responsible for internal systems. As a result of the decline in interest rates in Turkey during recent years, interest income earned from loan portfolios has declined to some extent. In order to compensate for this inevitability, the Bank may consider extending its loan volumes. In the meantime, the decline in interest rates has allowed the Bank to report capital gains on its Treasury bills and bonds. Having a high capital adequacy ratio, the Bank strives to expand its loan portfolio to large corporates in 2013. There were no studies or reports on early risk identification issues. Risk Management The Risk Management Unit is responsible for the Bank-wide implementation of the standards “regarding the risk-return structure of the Bank’s cash flows and monitoring, and, where necessary, modifying the nature and level of the operations” that were devised and brought into effect by the Board of Directors within the framework of BRSA regulations. In addition, the Risk Management Unit is also responsible for risk monitoring through the management of information systems, monitoring and maintaining market risk, credit risk, and operational risk at a minimum level. The Bank’s risk monitoring exercises and reports include the risks set out above. Market Risk Market risk is the risk that the Bank’s positions may lose value as a result of market fluctuations. Market risk arises as a result of uncertainties emanating from the levels of correlation and volatility of market prices and movements in exchange rates. Credit Risk In the event that a debtor defaults and the Bank takes on a loss risk, the credit risk covers all transactions that could bring actual, conditional or potential demands to the Bank by another party, debtor or obligator. Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Risk Management Policies Credit Ratings 41 Operational Risk Operational risk represents the probability of a value loss due to insufficient or inefficient in-house processes, employee error or systems-related errors and/or situations outside the bank (together with the legal dimensions). An operational risk also includes legal risks, tax-related risks and IT systems-related risks. The Board of Directors state that the controls of the Bank are appropriate in relation to the risk factors mentioned above, that these risk factors are under control thanks to bank limits approved by the Board of Directors and that these factors are monitored closely. Compliance and Internal Control The internal control system is regulated in compliance with risk types and levels emerging in relation to the quality and content of the Bank’s activities. Internal control activities are subject to continuous examination for one whole year after the completion of risk evaluation studies. Reports on the findings of the results are prepared and these findings are rated according to the risks they imply. Dates are determined for the accomplishment of measures to close the findings. Any overrun of time is reported to the Audit Committee and the Executive Management. Internal Audit Internal control and information systems are monitored throughout the whole year, based on risk assessment studies carried out by the Audit Committee. Furthermore, by taking into account the results of the risk assessment, periodical audits are also conducted in different areas. Improvements to processes were carried out in line with the ascertained findings of the audits and suggestions of ways to enhance the controls were submitted. Furthermore, measures approved for implementation by the senior management were effectively followed. As a result, internal audit plays an important role in the mitigation, identification and management of the bank’s risks through its risk assessed approach and qualified resources. Credit Ratings Deutsche Bank A.Ş. is not rated by rating agencies. As of December 31, 2012, international rating agencies had attached the following ratings to the Bank’s parent company, Deutsche Bank AG: Short - term Rating Standard & Poor’s A - 1 Moody’s Investors Service P - 1 Fitch Ratings F1 + Long - term Rating Outlook A + Negative A 2 Stable A + Stable Individual Rating Abaa2 A Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Summary of Five - Year Financial Highlights 42 Summary of Five - Year Financial Highlights Assets (TL 000) 2012 Cash and Balances with the Central Bank 162,344 Trading Securities (Net) 618,241 Derivative Financial Assets Held-for-Trading 861 Banks and Other Financial Institutions 41,691 Receivables from Money Markets - Investment Securities Available-for-Sale (Net) - Loans and Receivables 381,905 Unconsolidated Subsidiaries (Net) - Tangible Assets (Net) 3,442 Intangible Assets (Net) 34,151 Tax Assets - Other Assets 54,331 Total Assets 1,296,966 2011 132,773 1,195,014 11,063 112,268 170,100 - 531,975 - 2,532 39,429 4,070 42,796 2,242,020 2010 27,035 348,652 10,745 55,077 2,344,327 - 168,584 - 3,617 45,646 1,254 46,331 3,051,268 2009 27,340 1,103,873 4,773 69,350 469,085 - 68,878 - 4,769 114,085 531 47,585 1,910,269 2008 33,190 245,863 5,755 54,693 50,021 137,141 7,950 128,485 20,524 683,622 2012 430,740 2011 334,835 2010 1,790,087 2009 569,255 2008 277,379 1,065 59,753 236,062 - - 2,252 525 - - 51,688 - 514,881 1,296,966 13,832 816,753 608,570 - - 3,591 5,882 - 17 41,352 - 417,188 2,242,020 13,020 19,783 803,971 - - 7,353 193 - 283 31,463 - 385,115 3,051,268 2,594 22,341 865,264 - - 2,958 14 - 984 34,563 - 412,296 1,910,269 6,260 33,287 1,842 17 1,704 26,755 336,428 683,622 Income Statement (TL 000) 2012 2011 2010 2009 Interest Income 301,467 214,384 103,482 54,860 Interest Expense 51,318 55,693 30,727 38,590 Net Interest Income/(Expense) 250,149 158,691 72,755 16,270 Net Fees and Commissions Income/(Expense) 45,105 34,572 21,851 40,805 Net Trading Income/(Loss) (85,818) (81,834) 22,188 150,281 Other Operating Income 7,511 6,464 6,966 6,298 Total Operating Profit 216,947 117,893 123,760 213,654 Provision for Losses on Loans or Other Receivables (-) 1,804 7,263 970 2,354 Other Operating Expenses (-) 84,511 69,201 128,071 76,943 Net Operating Profit/(Loss) 130,632 41,429 (5,281) 134,357 Gain/(Loss) on Net Monetary Position - - - - Profit/(Loss) Before Taxes 130,632 41,429 (5,281) 134,357 Provision for Taxes (-) 26,525 9,356 760 28,653 Net Operating Profit/(Loss) after Taxes 104,107 32,073 (6,041) 105,704 Extraordinary Profit/(Loss) After Taxes - - - - Net Profit/(Loss) 104,107 32,073 (6,041) 105,704 Debt / Equity Ratio (%) 141.86 427.50 684.13 354.94 2008 98,632 79,694 18,938 22,194 60,011 4,425 105,568 Liabilities (TL 000) Deposits Derivative Financial Liabilities Held-for-Trading Payables to Money Markets Funds Borrowed Securities Issued (Net) Funds Miscellaneous Payables Other External Resources Payable Factoring Payables Lease Payables (Net) Provisions and Tax Liability Subordinated Loans Shareholders’ Equity Total Liabilities 280 62,471 42,817 42,817 8,968 33,849 33,849 95.25 Deutsche Bank Annual Report 2012 03 - Financial Assessment and Risk Management Annual Report Compliance Opinion 43 CONVENIENCE TRANSLATION OF THE REPORT ON COMPLIANCE OF ANNUAL REPORT ORIGINALLY PREPARED AND ISSUED IN TURKISH To the General Assembly of Shareholders of Deutsche Bank A.Ş.: We have audited the compliance and consistency of the financial information included in the Annual Report of Deutsche Bank A.Ş. (“the Bank”) as of 31 December 2012 with the audited financial statements. The Annual Report is the responsibility of the Bank’s management. Our responsibility, as independent auditors, is to express an opinion about the report that we have audited. We have conducted our audit in accordance with principles and procedures set out by the regulations on preparation and issuance of annual report in the Banking Law No.5411 and independent auditing principles. Those regulations require that we plan and perform the audit to obtain reasonable assurance whether the financial information included in the annual report is free from material errors. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial information presented in the accompanying Annual Report accurately reflects, in all material respects, the information regarding the financial position of Deutsche Bank A.Ş. at 31 December 2012 in accordance with the principles and procedures set out by the regulations in conformity with article 40 of the Banking Law No.5411 and includes a summary of the Board of Directors’ report and the convenience translations of independent auditor’s report originally issued by us in Turkish and is consistent with the convenience translations of audited financial statements originally issued in Turkish. Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopers Zeynep Uras, SMMM Partner Istanbul, 8 March 2013 Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopers BJK Plaza; Süleyman Seba Caddesi No: 48 B Blok Kat 9 Akaretler Beşiktaş 34357 İstanbul – Turkey www.pwc.com.tr Telephone: +90 (212) 326 6060 Facsimile: +90 (212) 326 6050 04 - Independent Auditors’ Report, Financial Statements and Disclosures Independent Auditors’ Report - 46 Unconsolidated Financial Report - 47 Financial Statements and Disclosures - 50 DEUTSCHE BANK ANONİM ŞİRKETİ PUBLICLY ANNOUNCED UNCONSOLIDATED FINANCIAL STATEMENTS TOGETHER WITH INDEPENDENT AUDITOR’S REPORT AT 31 DECEMBER 2012 Deutsche Bank Annual Report 2012 46 CONVENIENCE TRANSLATION OF THE INDEPENDENT AUDITOR’S REPORT ORIGINALLY PREPARED AND ISSUED IN TURKISH To the Board of Directors of Deutsche Bank A.Ş. We have audited the accompanying unconsolidated balance sheet of Deutsche Bank A.Ş. (“the Bank”) at 31 December 2012 and the related unconsolidated statements of income, cash flows and changes in shareholders’ equity for the period then ended and a summary of significant accounting policies and other explanatory notes to the financial statements. Disclosure for the responsibility of the Bank’s Board of Directors: The Bank’s Board of Directors is responsible for establishing and maintaining effective internal control over financial reporting to prevent the misstatements caused by error or fraud, that are material to the financial statements; and for selecting and applying appropriate accounting policies in compliance with the “Regulation on Accounting Applications for Banks and Safeguarding of Document” published on the Official Gazette No.26333 dated 1 November 2006, Turkish Accounting Standards (“TAS”), Turkish Financial Reporting Standards (“TFRS”) and other regulations, interpretations and circulars published or declared by the Banking Regulation and Supervision Agency (the “BRSA”) on accounting and financial reporting principles. Disclosure for the Responsibility of the Authorized Audit Firm: Our responsibility, as independent auditors, is to express an opinion on these financial statements based on our audit. Our independent audit has been implemented in accordance with “Regulation on Authorisation and Activities of Institutions to Conduct Independent Audit in Banks” published on the Official Gazette No.26333 dated 1 November 2006. We planned and conducted our audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. Our audit includes using the audit techniques for the purpose of obtaining evidence supporting the amounts and disclosures in the financial statements; the selection of these audit techniques is made in accordance with our professional judgment by taking the effectiveness of the controls over financial reporting process into consideration and assessing the appropriateness of the applied accounting policies. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion stated below. Independent Auditor’s opinion: In our opinion, the accompanying unconsolidated financial statements present fairly, in all material respects, the financial position of Deutsche Bank A.Ş. at 31 December 2012 and the results of its operations and its cash flows for the period then ended in accordance with accounting principles and standards set out by regulations in conformity with article 37 of the Banking Act No. 5411 and other regulations, communiqués, interpretations and circulars published by the BRSA on accounting and financial reporting principles. Additional paragraph for convenience translation: As explained in Note I of Section Three, the effects of differences between accounting principles and standards set out by regulations in conformity with Article 37 of Banking Law No. 5411, accounting principles generally accepted in countries in which the accompanying unconsolidated financial statements are to be distributed and International Financial Reporting Standards (“IFRS”) have not been quantified in the accompanying unconsolidated financial statements. Accordingly, the accompanying unconsolidated financial statements are not intended to present the financial position, results of operations and changes in financial position and cash flows in accordance with the accounting principles generally accepted in such countries and IFRS. Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopers Zeynep Uras, SMMM Partner Istanbul, 8 March 2013 Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopers BJK Plaza; Süleyman Seba Caddesi No: 48 B Blok Kat 9 Akaretler Beşiktaş 34357 İstanbul – Turkey www.pwc.com.tr Telephone: +90 (212) 326 6060 Facsimile: +90 (212) 326 6050 47 Deutsche Bank Annual Report 2012 The Unconsolidated Financial Report of Deutsche Bank A.Ş. As of 31 December 2012 Bank’s Head Office Address : Eski Büyükdere Cad. Tekfen Tower No: 209 Kat: 17-18 4. Levent 34394 - ISTANBUL Bank’s Telephone and Fax Numbers : (0212) 317 01 00 : (0212) 317 01 05 Bank’s web address : www.deutsche-bank.com.tr E-mail address : muhaberat.ist@list.db.com The unconsolidated year-end financial report prepared in accordance with the communiqué of Financial Statements and Related Disclosures and Footnotes to be announced to Public by Banks as regulated by Banking Regulation and Supervision Agency, is comprised of the following sections: 1. GENERAL INFORMATION ABOUT THE BANK 2. UNCONSOLIDATED FINANCIAL STATEMENTS 3. EXPLANATIONS ON ACCOUNTING POLICIES 4. INFORMATION RELATED TO FINANCIAL POSITION OF THE BANK 5. EXPLANATIONS AND NOTES RELATED TO UNCONSOLIDATED FINANCIAL STATEMENTS 6. OTHER EXPLANATIONS AND NOTES 7. INDEPENDENT AUDITORS’ REPORT The unconsolidated financial statements and related disclosures and footnotes that were subject to independent audit, are prepared in accordance with the Regulation on Accounting Applications for Banks and Safeguarding of Documents, Turkish Accounting Standards, Turkish Financial Reporting Standards and the related statements and guidances and in compliance with the financial records of our Bank. Unless stated otherwise, the accompanying unconsolidated financial statements are presented in thousands of Turkish Lira (TL). Peter Johannes Maria Tils Chairman og Board of Directors Kaya Didman Chairman of Audit Committee Paul Antony Geradine Member of Audit Committee Ersin Akyüz General Manager Özge Kutay Board Member Responsible from Financial Reporting Nesrin Akyüz Finance Manager Information related with the personnel authorised to answer the questions regarding this financial report Name-Surname / Title: Nesrin Akyüz / Finance Manager Tel No: +90 212 317 02 27 Fax No: +90 212 317 01 05 48 Deutsche Bank Annual Report 2012 SECTION ONE General Information About The Bank Page I. II. III. IV. V. 50 History of the Bank including its incorporation date, initial legal status, amendments to legal status Bank’s shareholder structure, management and internal audit, direct and indirect shareholders, change shareholder structure during the year and information’s on Bank’s risk group Information’s on the Bank’s board of directors’ chairman and members, audit committee members, general manager, assistant general managers, change in top management and their shareholdings in the Bank Information on the Bank’s qualified shareholders Summary information on the Bank’s activities and services 50 51-52 52 53 SECTION TWO Unconsolidated Financial Statements I. II. III. IV. V. VI. VII. Balance sheet Off-balance sheet items Income statement Statement of Income /Expense items accounted under shareholders’ equity Statement of changes in equity Statement of cash flows Statement of profit distribution 54-55 56 57 58 59-60 61 62 SECTION THREE Explanations On Accounting Policies I. II. III. IV. V. VI. VII. VIII. IX. X. XI. XII. XIII. XIV. XV. XVI. XVII. XVIII. XIX. XX. XXI. XXII. XXIII. XXIV. Explanations and notes basis of presentation Explanations on strategy of using financial instruments and foreign currency transactions Informations related to investments in associates and subsidiaries Explanations on forward, options and derivative transactions Explanations on interest income and expenses Explanations on fee and commission income and expense Explanations on financial assets Explanations on impairment of financial assets Explanations on offsetting financial assets Explanations on sales and repurchase agreements and securities lending transactions Explanations on assets held for resale and discontinued operations Explanations on goodwill and other intangible assets Explanations on property and equipment Explanations on leasing transactions Explanations on provisions and contingent commitments Explanations on contingent assets Explanations on obligations related to employee rights Explanations on taxation Explanations on borrowings Explanations on issuance of share certificates Explanations on avalized drafts and acceptances Explanations on government grants Explanations on profit reserves and profit distribution Explanations on earnings per share 63 63 63 64 64 64 64-65 65 65 66 66 66 67 67 67 68 68 68-69 69 69 69 69 69 70 49 Deutsche Bank Annual Report 2012 XXV. Explanations on related parties XXVI. Explanations on cash and cash equivalents XXVII. Explanations on segment reporting XXVIII. Reclassifications 70 70 70 70 SECTION FOUR Information Related to Financial Position of The Bank I. II. III. IV. V. VI. VII. VIII. IX. X. Explanations on capital adequacy ratio Explanations on credit risk Explanations on market risk Explanations on operational risk Explanations on currency risk Explanations on interest rate risk Explanations on liquidity risk Explanation regarding the presentation of financial assets and liabilities at their fair values Explanation regarding the activities carried out on behalf and account of other parties Explanations on operating segments 70-73 73-77 77-78 79 79-80 81-83 83-87 87-88 88 88 SECTION FIVE Explanations and Notes Related to Unconsolidated Financial Statements I. II. III. IV. V. VI. VII. VIII. IX. Explanations and notes related to assets Explanations and notes related to liabilities Explanations and notes related to off-balance sheet accounts Explanations and notes related to income statement Explanations and notes related to changes in shareholders’ equity Explanations and notes related to statement of cash flows Explanations and notes related to Bank’s risk group Explanations and notes related to domestic, foreign off-shore branches and foreign representatives of the Bank Subsequent events 89-96 96-101 101-103 103-108 108 108-109 109-112 112 112 SECTION SIX Other Explanations and Notes I. Other explanations related to Bank’s operations 112 SECTION SEVEN Explanations on Independent Auditor’s Report I. II. Explanations on independent auditor’s report Explanations and notes prepared by independent auditor 112 112 Deutsche Bank Annual Report 2012 50 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) SECTION ONE General Information About The Bank I. H istory of the Bank including its incorporation date, initial legal status, amendments to legal status Deutsche Bank Anonim Şirketi (“the Bank”) was established with Council of Ministers Permit No. 87/12432, dated 16 December 1987. This permit was published in the Official Gazette dated 26 December 1987 and it was registered on 4 April 1988. The “Articles of Association” of the Bank were published in the Trade Registry Gazette on 7 April 1988. The commercial title of the Bank upon its establishment was “Türk Merchant Bank A.Ş.” which was changed to “Bankers Trust A.Ş.” on 17 April 1997. After the global merger of Bankers Trust and Deutsche Bank, the Bank’s commercial title has been changed to “Deutsche Bank Anonim Şirketi” at 1 March 2000. The Bank obtained the permission to accept deposits with the article numbered 1381 and dated 8 September 2004 of Banking Regulatory and Supervisory Agency (“BRSA”). This permission became valid after it was published in Official Gazette No. 25614 dated 15 October 2004. The Bank’s head office is located in Istanbul and has no branches. II.Bank’s shareholder structure, management and internal audit, direct and indirect shareholders, change in shareholder structure during the year and information on Bank’s risk group As of 31 December 2012, the Bank’s paid-in capital is comprised of 1.350 million shares whose historical nominal unit values are TL 0,1. The Bank is one of the group companies of Deutsche Bank Group and 99.99% of the Bank’s capital is owned by Deutsche Bank AG. 19 years 5 years Undergraduate: Moscow University International relations Master: Diplomatic Academy of Vienna, Diplomatic Relations Doctorate: Budapest University, Economics 32 years Undergraduate: Ankara University Economics and Finance Department Undergraduate: Delhi College of Engineering Master: Durham University, Management Auditors Erdal Hasan Ortaç 27 June 2006 Undergraduate: Istanbul University Academy of Administrative Sciences Sacit Akdemir 27 June 2006 Undergraduate: Ankara University Faculty of Political Sciences, Public Administration Assistant General Managers Hakan Ulutaş Trade and Custody 18 October 2012 Undergraduate: İstanbul University Services Management Faculty Master: Marmara University Science Research and Application Center, Contemporary Business Education Directore Cenk Esener Corporate Cash Management 18 October 2012 Undergraduate: Eastern Mediterranean and Foreign Trade Universy Economics Department Mustafa Bağrıaçık Investment 18 October 2012 Undergraduate: İstanbul Technical Banking Services University Mechanical Engineering Master: Suffolk University Management / Boston College Finance Ali Doğrusöz Technology and Operations 16 December 2002 Undergraduate: North Carolina University Mechanical Engineering Master: METU Mechanical Engineering Süleyman Mert Haracçı Global Markets 28 October 2009 Undergraduate and Master: Marmara University, Finance Department 25 years 40 years 18 years 24 years 18 years 17 years 20 years Marco Kistner 29 September 2012 Undergraduate: Frankfurt University Bank Management 29 years Özge Kutay 18 October 2012 Undergraduate: İstanbul University Faculty of Economics and Administrative Science 19 years Member of Board and Audit Committee Paul Antony Geradine 12 December 2012 Undergraduate: Associate Institute of Chartered Accountants in England and Wales Master: University of Oxford, Bachelor of Arts in Modern History 13 years Members of Board H.Sedat Eratalar Internal Systems 2 August 2001 Satvinger Singh 12 July 2012 Miklos Kormos 1 November 2012 21 years Executive Board Member Ahmet Arınç Global Markets 11 September 2002 Undergraduate: College of Wooster, Economics 24 years 24 years 35 years Chairman Peter Johannes Maria Tils 21 November 2012 Undergraduate: Bonn University Political Economics Undergraduate: Bonn University Political Vice Chairman and Chairman of the Audit Committe Kaya Didman 27 March 2008 Undergraduate: Boğaziçi University Faculty of Administrative Sciences, Management Executive Board Member General Manager Ersin Akyüz 27 February 2008 Undergraduate: London School of Economics Master: University of Chicago III.Information on the Bank’s board of directors’ chairman and members, audit committee members, general manager, assistant general managers, change in top management and their shareholdings in the Bank Experience in Banking and Appointment Business Title Name & Surname Responsibilities Date Education Administration (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements at 31 December 2012 Deutsche Bank Annual Report 2012 51 52 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Changes occured for the period ended 31 December 2012: Title Current Year Departures Chairman Jürgen Hinrich Fitschen Board Member Ralph Glenn Lehnert Member of Audit Committee Mark Brian Satterthwaite Member of Audit Committee H. Sedat Eratalar Assistant General Manager Özge Kutay Chairman Board Member Board Member Board Member Board Member Board Member Member of Audit Committee Assistant General Manager Assistant General Manager Assistant General Manager Current Year Appointments Peter Johannes Maria Tils Satvinger Singh Miklos Kormos Marco Kistner Özge Kutay Paul Antony Geradine H. Sedat Eratalar Cenk Esener Hakan Ulutaş Mustafa Bağrıaçık The top management listed above holds no shares of the Bank. IV. Information on the Bank’s qualified shareholders The Bank’s qualified shareholder, which has direct or indirect control power is shown below. Share Share Paid Name Surname / Commercial Title Amounts Ratios Shares Deutsche Bank AG 134.999 99,99 134.999 Other 1 0,01 1 Total 135.000 100 135.000 Unpaid Shares - Deutsche Bank Annual Report 2012 53 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) V. Summary information on the Bank’s activities and services Activities of the Bank as stated in its Articles of Association are as follows: • All banking operations; •Jointly establishing enterprises with the corporations or individuals, joint ventures, investing to the existing or newly established commercial and industrial institutions, banks and financial institutions and transferring the shares of those enterprises; • Providing commercial and insurance activities on behalf of the Bank or the domestic and foreign institutions, acting as agencies, and providing commitments to public and non-public entities in compliance with the regulations set by the Banking Law and the related legislations; • Purchasing and selling marketable securities on behalf of the Bank or third parties, issuing debt securities by taking the necessary permissions in accordance with the related legislation, establishing and managing investment funds and performing other capital market transactions, which are allowed by the Banking Law and operating in stock exchange; •Performing transactions in foreign currency markets including forward transactions on behalf of the Bank or its’ customers; •Acquiring intangible assets related with the Bank’s operations and making savings on them; The Bank, which has been providing investment banking services since its establishment date, has obtained the permission to accept deposits from BRSA Decision No. 1381 dated 8 September 2004, as a result of the Bank’s growth and investment policies in Turkey. This permission became into force after it was published in Official Gazette No. 25614 dated 15 October 2004. The main operations of the Bank are, Interbank Money Market transactions, purchasing and selling marketable securities, foreign currency transactions, providing collateralised non-cash loans related with commercial activities and custody services. After obtaining commercial banking licence, in addition to the Bank’s current operations like commercial banking and money market transactions, the Bank became structured to meet all of the needs of its’ customers by providing services such as accepting deposits, opening individual accounts and selling cash management products and services, accordingly. As of 31 December 2012, the number of employees of the Bank is 105 (31 December 2011: 106). 54 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Unconsolidated Balance Sheet (Statement of Financial Position) At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) SECTION TWO Unconsolidated Financial Statements I. BALANCE SHEET (STATEMENT OF FINANCIAL POSITION) ASSETS Note (5 - I) TL Current period 31 December 2012 FC Total TL Prior period 31 December 2011 FC Total I. CASH AND BALANCES (1) 42.933 119.411 162.344 704 132.069 132.773 WITH THE CENTRAL BANK II. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT/LOSS (Net) (2) 618.241 861 619.102 1.195.014 11.063 1.206.077 2.1 Trading securities 618.241 861 619.102 1.195.014 11.063 1.206.077 2.1.1 Government debt securities 618.241 - 618.241 1.195.014 - 1.195.014 2.1.2 Share certificates - - - - - 2.1.3 Trading derivative instruments - 861 861 - 11.063 11.063 2.1.4 Other securities - - - - - 2.2 Financial assets at fair value through profit/loss - - - - - 2.2.1 Government debt securities - - - - - 2.2.2 Share certificates - - - - - 2.2.3 Loans - - - - - 2.2.4 Other securities - - - - - III. BANKS (3) 38.574 3.117 41.691 47.022 65.246 112.268 IV. MONEY MARKET PLACEMENTS - - - 170.100 - 170.100 4.1 Interbank money market placements - - - - - 4.2 Istanbul Stock Exchange money market placements - - - - - 4.3 Receivables from reverse repurchase agreements - - - 170.100 - 170.100 V. AVAILABLE FOR SALE FINANCIAL ASSETS (Net) (4) - - - - - 5.1 Share certificates - - - - - 5.2 Government debt securities - - - - - 5.3 Other securities - - - - - VI. LOANS AND RECEIVABLES (5) 263.507 118.398 381.905 182.471 349.504 531.975 6.1 Loans 263.507 118.398 381.905 182.471 349.504 531.975 6.1.1 The Bank's risk group's loans - - - - - 6.1.2 Government debt securities - - - - - 6.1.3 Others 263.507 118.398 381.905 182.471 349.504 531.975 6.2 Loans at follow-up - - - - - 6.3 Specific provisions (-) - - - - - VII. FACTORING RECEIVABLES - - - - - VIII. HELD TO MATURITY FINANCIAL ASSETS (Net) (6) - - - - - 8.1 Government bonds - - - - - 8.2 Other securities - - - - - IX. İNVESTMENTS IN ASSOCIATES (Net) (7) - - - - - 9.1 Consolidated according to equity method - - - - - 9.2 Non-consolidated - - - - - 9.2.1 Financial associates - - - - - 9.2.2 Non-Financial associates - - - - - X. INVESTMENTS IN SUBSIDIARIES (Net) (8) - - - - - 10.1 Non-consolidated financial subsidiaries - - - - - 10.2 Non-consolidated non-financial subsidiaries - - - - - XI. INVESTMENTS IN JOINT VENTURES (Net) (9) - - - - - 11.1 Consolidated according to equity method - - - - - 11.2 Non-consolidated - - - - - 11.2.1 Financial joint ventures - - - - - 11.2.2 Non-financial joint ventures - - - - - XII. FINANCIAL LEASE RECEIVABLES (Net) (10) - - - - - 12.1 Financial lease receivables (Net) - - - - - 12.2 Operational lease receivables - - - - - 12.3 Other - - - - - 12.4 Unearned Income (-) - - - - - XIII. DERIVATIVE FINANCIAL INSTRUMENTS HELD FOR RISK MANAGEMENT (11) - - - - - 13.1 Fair value hedges - - - - - 13.2 Cash flow hedges - - - - - 13.3 Net foreign investment hedges - - - - - XIV. TANGIBLE ASSETS (Net) (12) 3.442 - 3.442 2.532 - 2.532 XV. INTANGIBLE ASSETS (Net) (13) 34.151 - 34.151 39.429 - 39.429 15.1 Goodwill - - - - - 15.2 Other intangibles 34.151 - 34.151 39.429 - 39.429 XVI. INVESTMENT PROPERTY (Net (14) - - - - - XVII. TAX ASSET (15) - - - 4.070 - 4.070 17.1 Current tax asset - - - 4.070 - 4.070 17.2 Deferred tax asset - - - - - XVIII. ASSETS HELD FOR SALE OR FOR DISCONTINUED OPERATIONS (Net) (16) - - - - - 18.1 Held for sale - - - - - 18.2 Related with discontinued operations - - - - - XIX. OTHER ASSETS (17) 11.064 43.267 54.331 13.323 29.473 42.796 TOTAL ASSETS 1.011.912 285.054 1.296.966 1.654.665 587.355 2.242.020 The notes between page 13 and 81 are an integral part of these financial statements. 55 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Unconsolidated Balance Sheet (Statement of Financial Position) At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) I. BALANCE SHEET (STATEMENT OF FINANCIAL POSITION) (continued) LIABILITIES NOTE (5 - II) TL Current period 31 December 2012 FC Total Prior period 31 December 2011 TL FC Total I. DEPOSITS (1) 321.647 109.093 430.740 198.195 136.640 334.835 1.1 The Bank's risk group's deposits 128.468 29 128.497 26.455 13 26.468 1.2 OTHERS 193.179 109.064 302.243 171.740 136.627 308.367 II. DERIVATIVE FINANCIAL LIABILITIES HELD FOR TRADING (2) - 1.065 1.065 - 13.832 13.832 III. FUNDS BORROWED (3) 880 235.182 236.062 - 608.570 608.570 IV. INTERBANK MONEY MARKET 59.753 - 59.753 816.753 - 816.753 4.1 Interbank money market funds - - - - - 4.2 Istanbul Stock Exchange money market funds - - - - - 4.3 Obligations under repurchase agreements 59.753 - 59.753 816.753 - 816.753 V. SECURITIES ISSUED (Net) - - - - - 5.1 Bills - - - - - 5.2 Asset backed securities - - - - - 5.3 Bonds - - - - - VI. FUNDS - - - - - 6.1 Borrower funds - - - - - 6.2 Others - - - - - VII. MISCELLANEOUS PAYABLES 2.212 40 2.252 2.452 1.139 3.591 VIII. OTHER EXTERNAL RESOURCES PAYABLE (4) 284 241 525 1.669 4.213 5.882 IX. FACTORING PAYABLES - - - - - X. LEASE PAYABLES (Net) (5) - - - - 17 17 10.1 Finance lease payables - - - - 17 17 10.2 Operational lease payables - - - - - 10.3 Others - - - - - 10.4 Deferred expenses (-) - - - - - XI. DERIVATIVE FINANCIAL LIABILITIES HELD FOR RISK MANAGEMENT (6) - - - - - 11.1 Fair value hedges - - - - - 11.2 Cash flow hedges - - - - - 11.3 Net foreign investment hedges - - - - - XII. PROVISIONS (7) 18.719 20.083 38.802 16.748 14.884 31.632 12.1 General provisions 8.408 - 8.408 8.940 - 8.940 12.2 Restructuring reserves - - - - - 12.3 Reserve for employee benefits 9.918 5.333 15.251 7.245 5.525 12.770 12.4 Insurance technical provisions (Net) - - - - - 12.5 Other provisions 393 14.750 15.143 563 9.359 9.922 XIII. TAX LIABILITY (8) 12.886 - 12.886 9.720 - 9.720 13.1 Current tax liability 8.052 - 8.052 4.581 - 4.581 13.2 Deferred tax liability 4.834 - 4.834 5.139 - 5.139 XIV. LIABILITIES FOR ASSETS HELD FOR SALE AND ASSETS OF DISCONTINUED OPERATIONS (Net) (9) - - - - - 14.1 Held for sale - - - - - 14.2 Discontinued operations - - - - - XV. SUBORDINATED DEBTS (10) - - - - - XVI. SHAREHOLDERS' EQUITY (11) 514.881 - 514.881 417.188 - 417.188 16.1 Paid-in capital 135.000 - 135.000 135.000 - 135.000 16.2 Capital reserves 31.866 - 31.866 31.866 - 31.866 16.2.1 Share premium - - - - - 16.2.2 Share cancellation profits - - - - - 16.2.3 Securities value increase fund - - - - - 16.2.4 Revaluation surplus on tangible assets - - - - - 16.2.5 Revaluation surplus on intangible assets - - - - - 16.2.6 Revaluation surplus on investment property - - - - - 16.2.7 Bonus shares of associates, subsidiaries and joint-ventures - - - - - 16.2.8 Hedging reserves (effective portion) - - - - - 16.2.9 Revaluation surplus on assets held for sale and assets of discontinued operations - - - - - 16.2.10 Other capital reserves 31.866 - 31.866 31.866 - 31.866 16.3 Profit reserves 243.908 - 243.908 218.249 - 218.249 16.3.1 Legal reserves 44.138 - 44.138 42.534 - 42.534 16.3.2 Status reserves - - - - - 16.3.3 Extraordinary reserves 199.770 - 199.770 175.715 - 175.715 16.3.4 Other profit reserves - - - - - 16.4 Profit or loss 104.107 - 104.107 32.073 - 32.073 16.4.1 Prior periods profit / loss - - - - - 16.4.2 Current period profit / loss 104.107 - 104.107 32.073 - 32.073 TOTAL LIABILITIES 931.262 365.704 1.296.966 1.462.725 779.295 2.242.020 The notes between page 13 and 81 are an integral part of these financial statements. 56 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Unconsolidated Off-balance Sheet Commitments At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) II. OFF-BALANCE SHEET ITEMS OFF-BALANCE SHEET Note (5 - III) TL Current period 31 December 2012 FC Total TL Prior period 31 December 2011 FC A. OFF-BALANCE SHEET COMMITTMENTS (I+II+III) 1.231.739 2.169.710 3.401.449 2.352.118 2.854.079 I. GUARANTIES AND WARRANTIES (1) 23.424 288.437 311.861 24.178 381.866 1.1 Letters of guarantee 22.696 214.424 237.120 22.968 256.684 1.1.1 Guarantees subject to State Tender Law - - - - - 1.1.2 Guarantees given for foreign trade operations - - - - - 1.1.3 Other letters of guarantee 22.696 214.424 237.120 22.968 256.684 1.2 Bank acceptances 728 - 728 1.210 - 1.2.1 Import letter of acceptance 728 - 728 1.210 - 1.2.2 Other bank acceptances - - - - - 1.3 Letters of credit - 15.184 15.184 - 75.998 1.3.1 Documentary letters of credit - 15.184 15.184 - 75.998 1.3.2 Other letters of credit - - - - - 1.4 Guaranteed prefinancings - - - - - 1.5 Endorsements - - - - - 1.5.1 Endorsements to the Central Bank of Turkey - - - - - 1.5.2 Other endorsements - - - - - 1.6 Underwriting commitments - - - - - 1.7 Factoring related guarantees - - - - - 1.8 Other guarantees - - - - - 1.9 Other sureties - 58.829 58.829 - 49.184 II. COMMITMENTS (1) 837.938 1.149.101 1.987.039 1.367.356 1.142.080 2.1 Irrevocable commitments 750.667 382.185 1.132.852 1.253.435 626.878 2.1.1 Asset purchase commitments 213.497 262.970 476.467 599.107 626.878 2.1.2 Deposit purchase and sales commitments - - - - - 2.1.3 Share capital commitments to associates and subsidiaries - - - - - 2.1.4 Loan granting commitments 537.140 - 537.140 654.328 - 2.1.5 Securities issuance brokerage commitments - - - - - 2.1.6 Commitments for reserve deposit requirements - - - - - 2.1.7 Commitments for cheque payments 29 - 29 - - 2.1.8 Tax and fund obligations on export commitments 1 - 1 - - 2.1.9 Commitments for credit card limits - - - - - 2.1.10 Commitments for credit cards and banking services related promotions - - - - - 2.1.11 Receivables from "short" sale commitments on securities - - - - - 2.1.12 Payables from "short" sale commitments on securities - - - - - 2.1.13 Other irrevocable commitments - 119.215 119.215 - - 2.2 Revocable commitments 87.271 766.916 854.187 113.921 515.202 2.2.1 Revocable loan granting commitments 87.271 766.916 854.187 113.921 515.202 2.2.2 Other revocable commitments - - - - - III. DERIVATIVE FINANCIAL INSTRUMENTS (2) 370.377 732.172 1.102.549 960.584 1.330.133 3.1 Derivative financial instruments held for risk management - - - - - 3.1.1 Fair value hedges - - - - - 3.1.2 Cash flow hedges - - - - - 3.1.3 Net foreign investment hedges - - - - - 3.2 Trading derivatives 370.377 732.172 1.102.549 960.584 1.330.133 3.2.1 Forward foreign currency purchases/sales 126.537 194.995 321.532 232.188 229.916 3.2.1.1 Forward foreign currency purchases 81.385 79.391 160.776 126.668 102.977 3.2.1.2 orward foreign currency sales 45.152 115.604 160.756 105.520 126.939 3.2.2 Currency and interest rate swaps 243.840 537.177 781.017 542.131 819.727 3.2.2.1 Currency swaps-purchases 116.014 274.401 390.415 195.202 486.143 3.2.2.2 Currency swaps-sales 127.826 262.776 390.602 346.929 333.584 3.2.2.3 Interest rate swaps-purchases - - - - - 3.2.2.4 Interest rate swaps-sales - - - - - 3.2.3 Currency, interest rate and security options - - - - - 3.2.3.1 Currency call options - - - - - 3.2.3.2 Currency put options - - - - - 3.2.3.3 Interest rate call options - - - - - 3.2.3.4 Interest rate put options - - - - - 3.2.3.5 Security call options - - - - - 3.2.3.6 Security put options - - - - - 3.2.4 Currency futures - - - 186.265 280.490 3.2.4.1 Currency futures-purchases - - - 74.229 158.956 3.2.4.2 Currency futures-sales - - - 112.036 121.534 3.2.5 Interest rate futures - - - - - 3.2.5.1 Interest rate futures-purchases - - - - - 3.2.5.2 Interest rate futures-sales - - - - - 3.2.6 Others - - - - - B. CUSTODY AND PLEDGED ITEMS (IV+V+VI) 41.302.841 22.661 41.325.502 31.175.108 35.341 IV. ITEMS HELD IN CUSTODY (5) 41.302.841 22.661 41.325.502 31.175.108 35.341 4.1 Customers' securities held 34.644.667 - 34.644.667 25.686.047 - 4.2 Investment securities held in custody 6.642.063 - 6.642.063 5.458.762 - 4.3 Checks received for collection 16.111 4.835 20.946 30.299 16.276 4.4 Commercial notes received for collection - - - - - 4.5 Other assets received for collection - - - - - 4.6 Assets received through public offering - - - - - 4.7 Other items under custody - 17.826 17.826 - 19.065 4.8 Custodians - - - - - V. PLEDGED ITEMS - - - - - 5.1 Securities - - - - - 5.2 Guarantee notes - - - - - 5.3 Commodities - - - - - 5.4 Warranties - - - - - 5.5 Real estates - - - - - 5.6 Other pledged items - - - - - 5.7 Pledged items-depository - - - - - VI. CONFIRMED BILLS OF EXCHANGE AND SURETIES - - - - - TOTAL OFF-BALANCE SHEET ITEMS (A+B) 42.534.580 2.192.371 44.726.951 33.527.226 2.889.420 The notes between page 13 and 81 are an integral part of these financial statements. Total 5.206.197 406.044 279.652 279.652 1.210 1.210 75.998 75.998 49.184 2.509.436 1.880.313 1.225.985 654.328 629.123 629.123 2.290.717 2.290.717 462.104 229.645 232.459 1.361.858 681.345 680.513 466.755 233.185 233.570 31.210.449 31.210.449 25.686.047 5.458.762 46.575 19.065 36.416.646 Deutsche Bank Annual Report 2012 57 Deutsche Bank Anonim Şirketi Unconsolidated Income Statement for the Years Ended 31 December 2012 and 2011 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) III. INCOME STATEMENT 1 January - 1 January INCOME AND EXPENSE ITEMS Notes (5 - IV) 31 December 2012 31 December 2011 I. INTEREST INCOME (1) 301.467 1.1 Interest income from loans 28.598 1.2 Interest income from reserve deposits - 1.3 Interest income from banks 9.847 1.4 Interest income from money market transactions 34.670 1.5 Interest income from securities portfolio 227.955 1.5.1 Trading financial assets 227.955 1.5.2 Financial assets valued at fair value through profit or loss - 1.5.3 Financial assets available-for-sale - 1.5.4 Investments held-to-maturity - 1.6 Finance lease income - 1.7 Other interest income 397 II. INTEREST EXPENSE (2) 51.318 2.1 Interest on deposits 11.943 2.2 Interest on funds borrowed 2.513 2.3 Interest on money market transactions 36.825 2.4 Interest on securities issued - 2.5 Other interest expenses 37 III. NET INTEREST INCOME / EXPENSE (I - II) 250.149 IV. NET FEES AND COMMISSIONS INCOME / EXPENSE 45.105 4.1 Fees and commissions received 54.222 4.1.1 Non-cash loans 1.668 4.1.2 Others 52.554 4.2 Fees and commissions paid 9.117 4.2.1 Non-cash loans - 4.2.2 Others 9.117 V. DIVIDEND INCOME (3) - VI. NET TRADING INCOME/LOSSES (Net) (4) (85.818) 6.1 Trading account income/losses (36.730) 6.2 Income/losses from derivative financial instruments (53.951) 6.3 Foreign exchange gains/losses 4.863 VII. OTHER OPERATING INCOME (5) 7.511 VIII. TOTAL OPERATING PROFIT (III+IV+V+VI+VII) 216.947 IX. PROVISION FOR LOSSES ON LOANS AND RECEIVABLES (-) (6) 1.804 X. OTHER OPERATING EXPENSES (-) (7) 84.511 XI. NET OPERATING PROFIT/LOSS (VIII-IX-X) 130.632 XII. INCOME RESULTED FROM MERGERS - XIII. INCOME/LOSS FROM INVESTMENTS UNDER EQUITY ACCOUNTING - XIV GAIN/LOSS ON NET MONETARY POSITION - XV. PROFIT/LOSS BEFORE TAXES (XI+XII+XIII+XIV) (8) 130.632 XVI. PROVISION FOR TAXES (9) 26.525 16.1 Current tax charge 26.830 16.2 Deferred tax charge/(credit) (305) XVII. NET OPERATING PROFIT/LOSS AFTER TAXES (XV-XVI) (10) 104.107 XVIII.INCOME FROM DISCONTINUED OPERATIONS - 18.1 Income from assets held for sale - 18.2 Income from sale of associates, subsidiaries and joint-ventures - 18.3 Others - XIX. EXPENSES FROM DISCONTINUED OPERATIONS (-) - 19.1 Expenses on assets held for sale - 19.2 Expenses on sale of associates, subsidiaries and joint-ventures - 19.3 Others - XX. PROFIT/LOSS BEFORE TAXES ON DISCONTINUED OPERATIONS (XVIII-XIX) - XXI. PROVISION FOR TAXES OF DISCONTINUED OPERATIONS - 21.1 Current tax charge - 21.2 Deferred tax charge/(credit) - XXII. NET PROFIT / LOSS AFTER TAXES ON DISCONTINUED OPERATIONS (XX+XXI) - XVIII.NET PERIOD PROFIT/LOSS (XVII+XXII) (11) 104.107 Earnings Per Share (TL Full) 0,077116 The notes between page 13 and 81 are an integral part of these financial statements. 214.384 13.258 8.124 62.712 129.960 129.960 330 55.693 8.833 11.187 35.656 17 158.691 34.572 42.927 1.114 41.813 8.355 8.355 (81.834) (44.315) 80.637 (118.156) 6.464 117.893 7.263 69.201 41.429 41.429 9.356 6.373 2.983 32.073 32.073 0,02376 The notes between page 13 and 81 are an integral part of these financial statements. INCOME/EXPENSE ITEMS ACCOUNTED UNDER SHAREHOLDERS' EQUITY 31 December 2012 I. MARKET VALUE GAINS ON AVAILABLE FOR SALE ASSETS ACCOUNTED UNDER "SECURITIES VALUE INCREASE FUND" - II. REVALUATION SURPLUS ON TANGIBLE ASSETS - III. REVALUATION SURPLUS ON INTANGIBLE ASSETS - IV. TRANSLATION DIFFERENCES FOR TRANSACTIONS IN FOREIGN CURRENCIES - V. GAIN/LOSS ON DERIVATIVE FINANCIAL ASSETS HELD FOR CASH FLOW HEDGES (effective portion) - VI. GAIN/LOSS ON DERIVATIVE FINANCIAL ASSETS HELD FOR HEDGES OF NET INVESTMENT IN FOREIGN OPERATIONS (effective portion) - VII. EFFECTS OF CHANGES IN ACCOUNTING POLICIES AND CORRECTIONS - VIII. OTHER INCOME/EXPENSE ITEMS ACCOUNTED UNDER SHAREHOLDERS' EQUITY AS PER TAS - IX. DEFERRED TAXES ON VALUE INCREASES/DECREASES - X. NET INCOME/EXPENSE ITEMS ACCOUNTED DIRECTLY UNDER SHAREHOLDERS' EQUITY (I+II+III+IV+V+VI+VII+VIII+IX) - XI. CURRENT PROFIT/LOSSES - 11.1 Net changes in fair value of securities (transferred to income statement) - 11.2 Gains/losses on derivative financial assets held for cash flow hedges, reclassified and recorded in income statement - 11.3 Gains/losses on hedges of net investment in foreign operations, reclassified and recorded in income statement - 11.4 Others - XII. TOTAL PROFIT/LOSS ACCOUNTED FOR THE CURRENT PERIOD (X+XI) - IV. STATEMENT OF INCOME/EXPENSE ITEMS ACCOUNTED UNDER SHAREHOLDERS’ EQUITY (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Deutsche Bank Anonim Şirketi Unconsolidated Statement of Income and Expense Items Accounted in Equity For the Years Ended 31 December 2012 and 2011 - - 31 December 2011 Deutsche Bank Annual Report 2012 58 The notes between page 13 and 81 are an integral part of these financial statements. V. STATEMENT OF CHANGES IN EQUITY Accumulated revaluation Revaluation Bonus reserve on Paid-in Current Prior Valuation surplus on shares asset held for capital Share period net period net changes in tangible and on resale and Paid-in inflation Share cancellation Legal Status Extraordinary Other income / income / marketable intangible partici- Hedging discountinued 1 January 2011 - 31 December 2011 Notes capital adjustment premium profits reserves reserves reserves reserves (loss) (loss) securities assets pations reserves operationa Total I. Balance at the beginning of the period v.1 135.000 31.866 - - 42.534 - 181.756 - (6.041) - - - - - - 385.115 II. Correction made as per TAS 8 - - - - - - - - - - - - - - - 2.1 Effect of adjustment - - - - - - - - - - - - - - - 2.2 Effect of changes in accounting policies - - - - - - - - - - - - - - - III. Adjusted balances at the beginning of the period (I+II) 135.000 31.866 - - 42.534 - 181.756 - (6.041) - - - - - - 385.115 Changes within the period IV. Mergers - - - - - - - - - - - - - - - V. Market value change of securities - - - - - - - - - - - - - - - VI. Hedging reserves (effective portion) - - - - - - - - - - - - - - - 6.1 Cash flow hedge - - - - - - - - - - - - - - - 6.2 Hedge of net investment in foreign operations - - - - - - - - - - - - - - - VII. Revaluation surplus on tangible assets - - - - - - - - - - - - - - - VIII. Revaluation surplus on intangible assets - - - - - - - - - - - - - - - IX. Bonus shares of associates, subsidiaries and joint ventures (business partners) - - - - - - - - - - - - - - - X. Translation differences - - - - - - - - - - - - - - - XI. Changes resulted from disposal of securities - - - - - - - - - - - - - - - XII. Changes resulted from reclassification of securities - - - - - - - - - - - - - - - XIII. Effect of changes in equities of associates on bank's equity - - - - - - - - - - - - - - - XIV. Increase in capital - - - - - - - - - - - - - - - 14.1 Cash - - - - - - - - - - - - - - - 14.2 Internal resources - - - - - - - - - - - - - - - XV. Share issuance - - - - - - - - - - - - - - - XVI. Share cancellation profits - - - - - - - - - - - - - - - XVII. Paid-in capital inflation adjustment - - - - - - - - - - - - - - - XVIII. Other - - - - - - - - - - - - - - - XIX. Net profit or losses of the period - - - - - - - - 32.073 - - - - - - 32.073 XX. Profit distribution - - - - - - (6.041) - 6.041 - - - - - - 20.1 Dividend distributed - - - - - - - - - - - - - - - 20.2 Transfers to reserves - - - - - - (6.041) - 6.041 - - - - - - 20.3 Other - - - - - - - - - - - - - - - Balances (III+IV+V +...+XVIII+XIX+XX) 135.000 31.866 - - 42.534 - 175.715 - 32.073 - - - - - - 417.188 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Deutsche Bank Anonim Şirketi Unconsolidated Statement of Changes in Shareholders’ Equity For the Year Ended 31 December 2012 Deutsche Bank Annual Report 2012 59 Total Balances at end of prior period v.1 135.000 31.866 - - 42.534 - 175.715 - 32.073 - - - - - - 417.188 Changes within the period Mergers - - - - - - - - - - - - - - - Market value change of securities - - - - - - - - - - - - - - - Hedging reserves (effective portion) - - - - - - - - - - - - - - - Cash flow hedge - - - - - - - - - - - - - - - Hedge of net investment in foreign operations - - - - - - - - - - - - - - - Revaluation surplus on tangible assets - - - - - - - - - - - - - - - Revaluation surplus on intangible assets - - - - - - - - - - - - - - - Bonus shares of associates, subsidiaries and joint ventures (business partners) - - - - - - - - - - - - - - - Translation differences - - - - - - - - - - - - - - - Changes resulted from disposal of securities - - - - - - - - - - - - - - - Changes resulted from reclassification of securities - - - - - - - - - - - - - - - Effect of changes in equities of associates on bank's equity - - - - - - - - - - - - - - - Increase in capital - - - - - - - - - - - - - - - Cash - - - - - - - - - - - - - - - Internal resources - - - - - - - - - - - - - - - Share issuance - - - - - - - - - - - - - - - Share cancellation profits - - - - - - - - - - - - - - - Paid-in capital inflation adjustment - - - - - - - - - - - - - - - Other - - - - - - - - - - - - - - - Net profit or losses of the period - - - - - - - - 104.107 - - - - - - 104.107 Profit Distribution - - - - 1.604 - 24.055 - (32.073) - - - - - - (6.414) Dividend distributed - - - - - - (6.414) - - - - - - - - (6.414) Transfers to reserves - - - - 1.604 - 30.469 - (32.073) - - - - - - Other - - - - - - - - - - - - - - - Closing balances (I+II+III+...+XVI+XVII+XVIII) 135.000 31.866 - - 44.138 - 199.770 - 104.107 - - - - - - 514.881 The notes between page 13 and 81 are an integral part of these financial statements. I. II. III. IV. 4.1 4.2 V. VI. VII. VIII. IX. X. XI. XII. 12.1 12.2 XIII. XIV. XV. XVI. XVII. XVIII. 18.1 18.2 18.3 Accumulated revaluation Revaluation Bonus reserve on Paid-in Current Prior Valuation surplus on shares asset held for capital Shareperiod net period net changes in tangible and on resale and Paid-in inflation Share cancellation Legal Status Extraordinary Other income / income / marketable intangible partici- Hedging discountinued 1 January 2012 - 31 December 2012 Notes capital adjustment premium profits reserves reserves reserves reserves (loss) (loss) securities assets pations reserves operationa V.STATEMENT OF CHANGES IN EQUITY (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Deutsche Bank Anonim Şirketi Unconsolidated Statement of Changes in Shareholders’ Equity For the Year Ended 31 December 2012 Deutsche Bank Annual Report 2012 60 61 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Unconsolidated Statement of Cash Flows For the Years Ended 31 December 2012 and 2011 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) VI. STATEMENT OF CASH FLOWS 31 December 2012 31 December 2011 A. CASH FLOWS FROM BANKING OPERATIONS 1.1 Operating profit before changes in operating assets and liabilities 131.841 22.477 1.1.1 Interests received 306.858 212.378 1.1.2 Interests paid (52.596) (56.857) 1.1.3 Dividend received - 1.1.4 Fees and commissions received 54.222 42.927 1.1.5 Other income 7.511 6.463 1.1.6 Collections from previously written-off loans and receivables - 1.1.7 Payments to personnel and service suppliers (25.116) (22.995) 1.1.8 Taxes paid (19.289) (6.452) 1.1.9 Others (139.749) (152.987) 1.2 Changes in operating assets and liabilities (264.621) (2.164.657) 1.2.1 Net (increase) decrease in financial assets held for trading 574.231 (846.998) 1.2.2 Net (increase) decrease in financial assets valued at fair value through profit or loss - 1.2.3 Net (increase) decrease in due from banks and other financial institutions 59.937 (112.523) 1.2.4 Net (increase) decrease in loans 147.221 (361.553) 1.2.5 Net (increase) decrease in other assets (7.111) 4.856 1.2.6 Net increase (decrease) in bank deposits 58.900 (1.454.089) 1.2.7 Net increase (decrease) in other deposits 37.002 796.970 1.2.8 Net increase (decrease) in funds borrowed (371.850) (195.401) 1.2.9 Net increase (decrease) in matured payables - 1.2.10 Net increase (decrease) in other liabilities (762.951) 4.081 I. Net cash used in banking operations (132.780) (2.142.180) B. CASH FLOWS FROM INVESTING ACTIVITIES II. Net cash used in investing activities (4.980) (2.373) 2.1 Cash paid for purchase of associates, subsidiaries and joint-ventures - 2.2 Cash obtained from sale of associates, subsidiaries and joint-ventures - 2.3 Purchases of tangible assets (2.347) (856) 2.4 Sales of tangible assets - 2.5 Cash paid for purchase of financial assets available-for-sale - 2.6 Cash obtained from sale of financial assets available-for-sale - 2.7 Cash paid for purchase of investments held-to-maturity - 2.8 Cash obtained from sale of investments held-to-maturity - 2.9 Others (2.633) (1.517) C. CASH FLOWS FROM FINANCING ACTIVITIES III. Net cash used in financing activities (6.431) 3.1 Cash obtained from funds borrowed and securities issued - 3.2 Cash used for repayment of funds borrowed and securities issued - 3.3 Equity instruments issued - 3.4 Dividends paid (6.414) 3.5 Payments for financial leases (17) 3.6 Others - - IV. Effect of change in foreign exchange rate on cash and cash equivalents (6.856) 24.940 V. Net decrease in cash and cash equivalents (151.047) (2.119.613) VI. Cash and cash equivalents at beginning of period 291.525 2.411.138 VII. Cash and cash equivalents at the end of period 140.478 291.525 The notes between page 13 and 81 are an integral part of these financial statements. Deutsche Bank Annual Report 2012 62 Deutsche Bank Anonim Şirketi Statement of Profit Distribution for the Years Ended 31 December 2012 and 2011 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) VII. STATEMENTS OF PROFIT DISTRIBUTION (*) Current period Prior period 31 December 2012 31 December 2011 I. DISTRIBUTION OF CURRENT YEAR INCOME 1.1 CURRENT YEAR INCOME 130.632 41.429 1.2 TAXES AND DUTIES PAYABLE (26.525) (9.356) 1.2.1 Corporate tax (Income tax) (26.830) (6.373) 1.2.2 Income witholding tax - 305 (2.983) 1.2.3 Other taxes and duties (**) A. NET INCOME FOR THE YEAR (1.1-1.2) 104.107 32.073 1.3 PRIOR YEARS LOSSES (-) - 1.4 FIRST LEGAL RESERVES (-) - (1.604) 1.5 OTHER STATUTORY RESERVES (-) - B. NET INCOME AVAILABLE FOR DISTRIBUTION [(A-(1.3+1.4+1.5)] - 30.469 1.6 FIRST DIVIDEND TO SHAREHOLDERS (-) - 6.414 1.6.1 To owners of ordinary shares - 6.414 1.6.2 To owners of preferred shares - 1.6.3 To owners of preferred shares (preemptive rights) - 1.6.4 To profit sharing bonds - 1.6.5 To holders of profit and loss sharing certificates - 1.7 DIVIDENDS TO PERSONNEL (-) - 1.8 DIVIDENDS TO BOARD OF DIRECTORS (-) - 1.9 SECOND DIVIDEND TO SHAREHOLDERS (-) - 1.9.1 To owners of ordinary shares - 1.9.2 To owners of preferred shares - 1.9.3 To owners of preferred shares (preemptive rights) - 1.9.4 To profit sharing bonds - 1.9.5 To holders of profit and loss sharing certificates - 1.10 SECOND LEGAL RESERVES (-) - 1.11 STATUTORY RESERVES (-) - 1.12 GENERAL RESERVES - 24.055 1.13 OTHER RESERVES - 1.14 SPECIAL FUNDS - II. DISTRIBUTION OF RESERVES 2.1 APPROPRIATED RESERVES - 2.2 SECOND LEGAL RESERVES (-) - 2.3 DIVIDENDS TO SHAREHOLDERS (-) - 2.3.1 To owners of ordinary shares - 2.3.2 To owners of preferred shares - 2.3.3 To owners of preferred shares (preemptive rights) - 2.3.4 To profit sharing bonds - 2.3.5 To holders of profit and loss sharing certificates - 2.4 DIVIDENDS TO PERSONNEL (-) - 2.5 DIVIDENDS TO BOARD OF DIRECTORS (-) - III. EARNINGS PER SHARE 3.1 TO OWNERS OF ORDINARY SHARES 0,077 0,024 3.2 TO OWNERS OF ORDINARY SHARES (%) 7,7 2,4 3.3 TO OWNERS OF PRIVILAGED SHARES - 3.4 TO OWNERS OF PRIVILAGED SHARES (%) - IV. DIVIDEND PER SHARE 4.1 TO OWNERS OF ORDINARY SHARES - 0,005 4.2 TO OWNERS OF ORDINARY SHARES (%) - 0,5 4.3 TO OWNERS OF PRIVILAGED SHARES - 4.4 TO OWNERS OF PRIVILAGED SHARES (%) - (*) As of the date of this report the decision of profit distribution in the current year has not been made since the General Assembly meeting has not conducted yet. (**) According to BRSA circular numbered BDDK.DZM.2/13/1-a-3 and dated 8 December 2004 net deferred tax income is not subjected to profit distribution and capital increase. The notes between page 13 and 81 are an integral part of these financial statements. Deutsche Bank Annual Report 2012 63 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) SECTION THREE EXPLANATIONS ON ACCOUNTING POLICIES I. Basis of presentation 1.aDisclosures on the preparation of financial statements and its explanatory notes in accordance with the Turkish Accounting Standards and the Regulation on Accounting Applications for Banks and Safeguarding of Documents The Bank maintains its books of accounts in Turkish Lira in accordance with the Banking Act No. 5411 (“Banking Act”), which is effective from 1 November 2005, the Turkish Commercial Code and Turkish tax legislation. The unconsolidated financial statements are prepared in accordance with the “Regulation on the Principles and Procedures Regarding Banks’ Accounting Applications and Safeguarding of Documents” published in the Official Gazette No. 26333 dated 1 November 2006 by the Banking Regulation and Supervision Agency (“BRSA”) which refers to “Turkish Accounting Standards” (“TAS”) and “Turkish Financial Reporting Standards”(“TFRS”) issued by the Turkish Accounting Standards Board (“TASB”) and other decrees, notes and explanations related to the accounting and financial reporting principles (all “Turkish Accounting Standards” or “TAS” ) published by the BRSA. The format and the details of the publicly announced financial statements and related disclosures to these statements have been prepared in accordance with the “Communiqués Related to Publicly Announced Financial Statements of Banks and Explanations and Notes Related to these Financial Statements” published in the Official Gazette No. 28337 dated 28 June 2012. The unconsolidated financial statements have been prepared in TL, under the historical cost convention as modified in accordance with inflation adjustments until 31 December 2004, except for the financial assets and liabilities which are carried at fair value. The preparation of unconsolidated financial statements in conformity with TAS requires the use of certain critical accounting estimates by the Bank management to exercise its judgment on the assets and liabilities of the balance sheet and contingent issues as of the balance sheet date. These estimates are being reviewed regularly and, when necessary, suitable corrections are made and the effects of these corrections are reflected to the income statement. The explanation on the impairment of intangible assets, one of the most important assumptions and estimations of the Bank, is presented below Note XII. 1.b Accounting policies and measurement The accounting policies and valuation principles applied in the preparation of these financial statements and valuation principles are defined and applied in accordance with TAS. Those accounting policies and valuation principles are explained in Notes II to XXVIII below. 1.c Additional paragraph for convenience translation into English The differences between accounting principles, as described in the preceding paragraphs and accounting principles generally accepted in countries in which these unconsolidated financial statements are to be distributed and International Financial Reporting Standards (“IFRS”) have not been quantified in these unconsolidated financial statements. Accordingly, these unconsolidated financial statements are not intended to present the financial position, results of operations and changes in financial position and cash flows in accordance with the accounting principles generally accepted in such countries and IFRS. II.Explanations on strategy of using financial instruments and foreign currency transactions The main operations of the Bank are, interbank money market transactions, purchasing and selling marketable securities, foreign currency transactions and providing collateralised cash, non-cash loans and custody services. The Bank’s main funding sources are shareholders’ equity, deposit and borrowings from domestic and foreign financial institutions. Bank’s assets mainly consist of placements in banks, reverse repo transactions, corporate loans and marketable securities portfolio held for trading. The purchasing and selling of the capital market instruments are the main activity of the Bank that generates earnings over the average earnings of all of the operation segments of the Bank. The off balance sheet items are mostly comprised of forward foreign currency purchases/sales transactions, letter of credits and letter of guarantees extended against cash borrowings from foreign financial institutions. Deutsche Bank Annual Report 2012 64 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Foreign currency risk, interest rate risk and liquidity risk are daily measured and monitored and the asset-liability management is performed within the internal risk limits and legal limits. Stress tests are used for this purpose. The Bank has no foreign currency available for sale financial instruments. The Bank has no investments in foreign associates. III. Information related to investments in associates and subsidiaries The Bank has no investments in associates and subsidiaries. IV. Explanations on forward, options and other derivative transactions In accordance with the Turkish Accounting Standard 39 (TAS 39) “Financial Instruments: Recognition and Measurement”; the forward foreign currency purchases/sales transactions and swap transactions, which are not considered as hedging instruments, are classified as trading derivative instruments. A provision is made for the diminution in value of the impaired financial asset and it is charged against the income for the year. “Financial assets at fair value through profit or loss” are measured at fair value. If the fair value of derivative financial instruments is positive, it is disclosed under the main account “Financial assets at fair value through profit or loss” in “Trading derivative financial instruments” and if the fair value difference is negative, it is disclosed under “Trading derivative financial liabilities”. Differences in the fair value of trading derivative instruments are accounted under “Trading income/loss” in the income statement. The fair values of the trading forward foreign currency purchases/sales transactions are measured with the internal pricing models by taking the expectations from the market into account. The change in the fair values is recorded through the period’s profit or loss. The Bank records the spot legs of its currency swap transactions either on its balance sheet accounts or on it’s off balance sheet accounts together with its forward currency transactions by taking the maturity dates of those transactions. The Bank has no derivative financial instruments designated as hedging instruments or embedded derivative financial instruments. V. Explanations on interest income and expenses Interest income and expenses are recognised in the income statement on an accrual basis by using the effective interest method. The Bank ceases accruing interest income on non-performing loans and, any interest income accruals from such loans are reversed and no income is accounted until the collection is made according to the related regulation. VI. Explanations on fee and commission income and expense Commissions received for various banking services are recorded when they are collected and other income and expense items are recorded on an accrual basis. Fees and commissions received and paid and other loan fees and commissions paid to financial institutions, income derived from agreements and asset purchases made on behalf of third parties are recognised as income when they are realised. VII. Explanation on financial assets The Bank classifies and accounts its financial assets as “Fair value through profit or loss”, “Available-for-sale”, “Loans and receivables” or “Held-to-maturity”. The appropriate classification of financial assets of the Bank is determined at the time of purchase by the Bank management, taking into consideration the purpose of holding the investment. The purchase and sale transactions of those financial instruments are recognised and derecognised according to their “Delivery dates”. The fair value differences between the transaction date and the delivery date of financial assets and liabilities at fair value through profit or loss and financial assets available for sale are recorded. a. Financial assets at fair value through profit or loss Financial assets, classified as “Financial assets at fair value through profit or loss”, are trading financial assets and are either acquired for generating profit from short-term fluctuations in the price or dealer’s margin, or are financial assets included in a portfolio in which a pattern of short-term profit making exists independent from the acquisition purpose. Deutsche Bank Annual Report 2012 65 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Trading financial assets are initially recognised at fair value and are subsequently re-measured at their fair value. However, if fair values cannot be obtained from the fair market transactions, it is accepted that the fair value cannot be measured reliably and that the financial assets are carried at “amortised cost” using the effective interest method. All gains and losses arising from these evaluations are recognised in the income statement. Interest earned while holding financial assets is reported as interest income and dividends received are included separately in dividend income. Derivative financial instruments are treated as trading financial assets unless they are not designated as hedge instruments. The principles regarding the accounting of derivative financial instruments are explained in detail in Note IV of the related section. The difference between the cost values and fair values of the financial assets at fair value through profit or loss, is recorded as accrued interest income or allowance for the impairment loss. b. Loans and receivables Loans and receivables are financial assets which are created by providing money, services or goods to a debtor. Loans and receivables originated by the Bank are carried initially at cost and subsequently recognised at the amortised cost value calculated using the effective interest method. The expenses incurred for the assets received as collateral are not considered as transaction costs and are recognised in the expense accounts. The Bank provides general and specific provisions based on the assessments and estimates of the management, by considering the “Communiqué Related to Principles and Procedures on Determining the Qualifications of Banks’ Loans and Other Receivables and the Provision for These Loans and Other Receivables” published in the Official Gazette No. 26333 dated 1 November 2006. In this context, the revised credit risk, general structure of the current loan portfolio, conditions of the customers, non-financial information and economic conjuncture on the basis of the prudence principle are taken into consideration by the Bank in determining the estimates. Provision expenses are deducted from the net income of the year. If there is a collection from a receivable that is provisioned previously, the amount is deducted from the “Specific Provisions” account and recorded as income to “Provision for Loan Losses and Other Receivables”. Uncollectible receivables are written-off after all the legal procedures have been finalised. Cash loans in Turkish Lira are comprised of the foreign currency indexed loans, export guaranteed loans, fund resourced loans and cash loans in foreign currency are comprised of the export loans and operating loans. Foreign currency indexed loans are followed under the TL accounts by translating its original amount to TL by using the historical foreign exchange rate of its opening date. Repayments are calculated with the foreign exchange rate on the payment date and the incurred foreign exchange gains/losses are recorded through the period’s profit or loss. c. Held-to-maturity financial assets The Bank has no held-to-maturity financial assets. d. Available-for-sale financial assets The Bank has no available-for-sale financial assets. VIII. Explanations on impairment of financial assets Financial asset or group of financial assets are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. If any such indication exists, the Bank estimates the amount of impairment. Impairment losses occurs if, and only if, there is an objective evidence that the expected future cash flows of financial asset or group of financial assets are adversely affected by an event(s) (“loss event(s)”) incurred subsequent to recognition. The losses expected to incur due to future events are not recognised even if the probability of loss is high. IX. Explanations on offsetting financial assets The Bank provides allowance for the impairment losses on the financial assets at fair value through profit or loss, when the fair values are less than their carrying values. This allowance is netted from the carrying value of the related financial assets group on the balance sheet. Deutsche Bank Annual Report 2012 66 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) The Bank provides specific provisions for loans and other receivables in accordance with the related regulations. This allowance is netted from the carrying value of the loans and receivables on the asset side of the balance sheet. Except for the matters explained above are offset and the net amount is reported in the balance sheet when the Bank has a legally enforceable right to offset the recognised amounts and there is an intention to collect/pay related financial assets and liabilities on a net basis, or to realise the asset and settle the liability simultaneously. X.Explanations on sales and repurchase agreements and securities lending transactions Securities subject to repurchase agreements (“Repo”) are classified as “Financial assets at fair value through profit or loss”, “Available-for-sale” and “Held-to-maturity” according to the investment purposes of the Bank and measured according to the portfolio to which they belong. Funds obtained from repurchase agreements are accounted under “Funds Provided under Repurchase Agreements” in liabilities and the difference between the sale and repurchase price is accrued over the life of repurchase agreements using the effective interest method. Funds given against securities purchased under agreements (“Reverse repo”) to resell are accounted under “Receivables from Reverse Repurchase Agreements” on the balance sheet. The difference between the purchase and determined resell price is accrued over the life of repurchase agreements using the “effective interest method”. The Bank has no securities lending transactions. As of 31 December 2012, the Bank has no reverse repo (31 December 2011: TL 170.100). XI. Explanations on assets held for resale and discontinued operations There are no assets held for resale and discontinued operations as of 31 December 2012 and 2011. XII. Explanations on goodwill and other intangible assets There are no goodwill and other intangible assets as of 31 December 2012 and 2011. Intangible assets are measured at cost on initial recognition and any directly attributable costs of setting the asset to work for its intended use are included in the initial measurement. Subsequently, intangible assets are carried at historical costs after the deduction of accumulated amortisation and the provision for value decreases, if any. Intangible assets are impaired when the book value exceeds the recoverable amount. Impairment indicates that losses may be realised. When the indicators are present the Bank makes estimation on the recoverable amount. If there are no indicators of impairment there is no need for the recoverable amount estimation. The explanation on the impairment of intangible asset is presented in Note I-13 of Section Five. Intangibles are amortised over their estimated useful lives using the straight-line method. The useful life of the asset is determined by assessing the expected useful life of the asset, technical, technological and other kinds of obsolescence and all required maintenance expenses necessary to utilise the economic benefit of the asset. The Bank’s intangible assets consist of rights and custody services acquired by the Bank on July 2007 (customer relationship). The intangible assets are amortised over their useful lives on a straight line basis. The amortisation method and the useful lives of the intangible assets are reassessed regularly at each year end. Rights and the customer relationship are amortised with straight line method over 5 and 10 years, respectively. XIII. Explanations on property and equipment The tangible assets purchased before 31 December 2004 are recorded at restated historical costs in accordance with inflation accounting and subsequent additions to 31 December 2004 are recorded at their historical purchase costs. The tangible assets are depreciated over their estimated useful lives on a straight-line basis. 67 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) If the recoverable amounts of the tangible assets are different than their restated net book values, the Bank records other income in the income statement or other expense or equity to be added to capital. Expenditures for the repair and renewal of property and equipment are recognised as expense. The capital expenditures made in order to increase the capacity of the tangible asset or to increase its future benefits are capitalised on the cost of the tangible asset. The capital expenditures include the cost components which are used either to increase the useful life or the capacity of the asset, or the quality of the product or to decrease the costs. There are no restrictions such as pledges, mortgages or any other restrictions on the tangible assets as of 31 December 2012 and 2011. There are no changes in the accounting estimates that would have significant effects in the current period or in the following periods. Depreciation rates and the estimated useful lives of tangible assets are as follows: Motor Vehicles Office Machinery Furnitures 5 years 3 - 5 years 5 - 15 years XIV. Explanations on leasing transactions Maximum length of the finance lease contracts is 4 years. The leased assets are classified under tangible assets and depreciated over their useful lives with the rate of 20%. The payables related with those finance lease agreements are recorded under “Lease payables” on the liability side of the balance sheet. The incurred interest expenses and foreign exchange differences are recorded through the income statement. In the event of the annulment of the operational lease contracts before its expiration date, the cash paid penalties are recognised as expense in the related period. There are no operational lease contracts which are annulled by the Bank before its expiration date. Transactions regarding operational lease agreements are accounted on an accrual basis in accordance with the terms of the related contracts. The Bank, does not perform any finance lease transactions as “Lessor’’. XV. Explanations on provisions and contingent commitments Provisions and contingent liabilities except for the specific and general provisions recognised for loans and other receivables are accounted in accordance with the “Turkish Accounting Standard for Provisions, Contingent Liabilities and Contingent Assets” (“TAS 37”). Provisions are recognised when the Bank 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. The provision for contingent liabilities arising from past events should be recognised in the same period of occurrence in accordance with the “Matching principle”. When the amount of the obligation cannot be estimated and there is no possibility of an outflow of resources from the Bank, it is considered that a “Contingent” liability exists and it is disclosed in the related notes to the financial statements. XVI. Explanations on contingent assets The contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of economic benefits to the Bank. If an inflow of economic benefits to the Bank has become probable, then the contingent asset is disclosed in the footnotes to the financial statements. If it has become virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognised in the financial statements of the period in which the change occurs. Deutsche Bank Annual Report 2012 68 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) XVII. Explanations on obligations related to employee rights In accordance with the existing Turkish Labor Law, the Bank is required to make lump-sum termination indemnities to each employee whos has completed one year of service with the Bank and whose employment is terminated due to retirement or for reasons other than resignation or misconduct. The applicable ceiling amount as at 31 December 2012 is full TL 3.129 (31 December 2011: full TL 2.805). Employee severance indemnities are not subject to legal funding requirements. The provision has been calculated by estimating the present value of the future probable obligation of the Bank arising from the retirement of employees. TAS 19 requires actuarial valuation methods to be developed to estimate the enterprise’s obligation under defined benefit plans. Accordingly, assumptions on discount rate, expected rate of salary increase and employee turnover rate is used in the calculation of the total liability. Each assumption is reviewed on an annual basis. XVIII. Explanations on taxation Current tax Many clauses of Corporate Tax Law No. 5520 which are valid starting from 1 January 2006, came into effect after being published in Official Gazette No. 26205, dated 21 June 2006. According to the New Tax Law, the corporate tax rate in Turkey is payable at the rate of 20% for 2012 (2011: 20%). The corporate tax rate is calculated on the total income of the Bank after adjusting for certain disallowable expenses, exempt income and other allowances. No further tax is payable unless the profit is distributed. Dividends paid to non-resident corporations, which have a place of business in Turkey or to resident corporations are not subject to withholding tax. Otherwise, dividends paid are subject to withholding tax at the rate of 15%. An increase in capital via issuing bonus shares is not considered as profit distribution and thus does not incur withholding tax. Corporations are required to pay advance corporate tax quarterly at a rate of 20% on their corporate income. Advance tax is declared by the 14th and paid by the 17th day of the second month following each calendar quarter end. Advance tax paid by corporations which is for the current period is credited against the annual corporation tax calculated on their annual corporate income in the following year. Despite the offset, if there is temporary prepaid tax remaining, this balance can be refunded or used to offset any other financial liabilities to the government. A 75% portion of the capital gains derived from the sale of equity investments and immovable properties held for at least two years is tax exempt, if such gains are added to paid-in capital or held in a special account under shareholder’s equity for five years. Under the Turkish Corporate Tax Law, losses can be carried forward to offset against future taxable income for up to five years. Losses cannot be carried back to offset profits from previous periods. In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Tax returns are required to be filled and delivered to the related tax office until the evening of the 25th of the fourth month following the balance sheet date. Tax returns are open for five years from the beginning of the year following the date of filing during which period the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings. Deferred tax According to the Turkish Accounting Standard 12 (TAS 12) “Income Taxes”; deferred tax assets and liabilities are recognised, using the balance sheet method, on all taxable temporary differences arising between the carrying values of assets and liabilities in the financial statements and their corresponding balances considered in the calculation of the tax base, except for the differences not deductible for tax purposes and initial recognition of assets and liabilities which affect neither accounting nor taxable profit. Deutsche Bank Annual Report 2012 69 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) If transactions and events are recorded in the income statement, then the related tax effects are also recognised in the income statement. However, if transactions and events are recorded directly in the shareholders’ equity, the related tax effects are also recognised directly in the shareholders’ equity. The deferred tax assets and liabilities presented on the financial statements by net basis (off-set). Transfer pricing The article no. 13 of the Corporate Tax Law describes the issue of transfer pricing under the title of “disguised profit distribution” by way of transfer pricing. “The General Communiqué on Disguised Profit Distribution by Way of Transfer Pricing” published at 18 November 2007, explains the application related issues on this topic. According to this communiqué, if the taxpayers conduct transactions like purchase and sale of goods or services with the related parties where the prices are not determined according to the arm’s length principle, then it will be concluded that there is a disguised profit distribution by way of transfer pricing. Such disguised profit distributions will not be deducted from the corporate tax base for tax purposes. XIX. Explanations on funds borrowed Trading and derivative financial liabilities are valued with their fair values and the other financial liabilities are carried at “amortised cost” using the effective interest method. The Bank utilises various hedging techniques to minimise the currency, interest rate and liquidity risks of its financial liabilities. No convertible bonds have been issued by the Bank. XX. Explanations on shares and share issuance There is no issued share certificates for the period ended at 31 December 2012. XXI. Explanations on bills of exchange and acceptances As of 31 December 2012, the Bank has no bills of exchange and acceptances. XXII. Explanations on government grants As of 31 December 2012, the Bank has no government grants. XXIII. Explanations on profit reserves and profit distributions Retained earnings as per the statutory financial statements other than legal reserves are available for distribution, subject to the legal reserve requirement referred to below. Under the Turkish Commercial Code (“TCC”) the legal reserves are composed of first and second reserves. The TCC requires first reserves to be 5% of the profit until the total reserve is equal to 20% of issued and fully paid-in share capital. Second reserves are required to be 10% of all cash profit distributions that are in excess of 5% of the issued and fully paidin share capital. However holding companies are exempt from this application. According to the Turkish Commercial Code, legal reserves can only be used to compensate accumulated losses and cannot be used for other purposes unless they exceed 50% of paid-in capital. Deutsche Bank Annual Report 2012 70 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) XXIV. Explanations on earnings per share Earnings per share disclosed in the income statement are calculated by dividing net profit for the year to the weighted average number of shares outstanding during the period concerned. Current Period Prior Period Net Profit 104.107 32.073 Weighted Average Number of Issued Ordinary Shares 1.350.000 1.350.000 Total 0,0771 0,0238 In Turkey, companies can increase their share capital by making a pro-rata distribution of shares (“bonus shares”) to existing shareholders from retained earnings. For the purpose of earnings per share computations, the weighted average number of shares outstanding during the year has been adjusted in respect to bonus shares issued without a corresponding change in resources by giving them a retroactive effect for the year in which they were issued and for each earlier period. XXV. Explanations on related parties For the purpose of these financial statements, shareholders, key management personnel and board members together with their families and companies controlled by/affiliated with them, and associated companies are considered and referred to as related parties in accordance with “Turkish Accounting Standard for Related Parties” (“TAS 24”). The transactions with related parties are disclosed in detail in Note VII of Section Five. XXVI. Explanations on cash and cash equivalents For the purposes of the cash flow statement, “Cash” includes cash, effectives, cash in transit, purchased cheques and demand deposits including balances with the Central Bank; and “Cash equivalents” include interbank money market placements and time deposits at banks with original maturity periods of less than three months. XXVII. Explanations on segment reporting Operational field is distinguishable section of the Bank that has different characteristics from other operational fields per earning and conducts the presentation of service group, associated bank products or a unique product. Operating segments are disclosed in Note X in Section Four. XXVIII. Reclassifications In order to be consistent with the presentation of financial statements dated 31 December 2012, there are some reclassifications made on unconsolidated balance sheet and income statement as of 31 December 2011. SECTION FOUR INFORMATION RELATED TO FINANCIAL POSITION OF THE BANK I.Explanations on Capital Adequacy Ratio As of 31 December 2012 the Bank’s capital adequacy ratio is 49,36%. 1. Risk measurement methods in calculation of capital adequacy ratio Capital adequacy ratio is calculated within the scope of the “Regulation on Measurement and Assessment of Capital Adequacy Ratios of Banks (the “Regulation”)”, “Regulation on Credit Risk Mitigation Techniques” and “Regulation on Calculation of Risk Weighted Amounts for Securitisations” published in the Official Gazette no.28337 dated 28 June 2012 and the “Regulation on Equities of Banks” published in the Official Gazette no.26333 dated 1 November 2006. In the calculation of capital adequacy ratio, the data prepared from accounting records in compliance with the current legislation are used. Furthermore, the market and operational risk are also taken into account within the framework of regulations. 71 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) In the calculation process of credit risk, asset types determined in 6th article of the Regulation, ratings and credit risk mitigators are taken into account. “Simple financial collateral approach” is taken into account for banking book items. The amount subject to credit risk for non cash loans are considered by using the conversion rates which are defined in the 5th article of “Regulation On Measurement And Evaluation Of Capital Adequacy Of Banks”. Depleted and amortized assets are taken into consideration by net amounts which are calculated by the deduction of depreciation cost and provisions. The items which are deducted from shareholders’ equity and trading book items are not considered in the calculation of risk weighted assets. As per the article 5 of the Regulation, the “counterparty credit risk” is calculated for repurchase transactions, reverse repurchase transactions and securities. In the calculations regarding counterparty credit risk, the “Fair Value Method of Valuation” existing in the Regulation, is used. 2. Information related to capital adequacy ratio As of 31 December 2012: Risk weights 0% 10% 20% 50% 75% 100% 150% Weighted Credit Risk Risk classifications: Conditional and unconditional exposures to central governments or central banks 205.503 - - - - - - Conditional and unconditional exposures to regional governments or local authorities - - - - - - - Conditional and unconditional exposures to administrative bodies and non-commercial undertakings - - - - - - - Conditional and unconditional exposures to multilateral development banks - - - - - - - Conditional and unconditional exposures to international organisations - - - - - - - Conditional and unconditional exposures to banks and brokerage houses - - 84.640 85.187 - 61.491 - Conditional and unconditional exposures to corporates - - 8.422 - - 393.739 - Conditional and unconditional retail exposures - - - - 720 90.433 - Conditional and unconditional exposures secured by real estate property - - - - - - - Past due items - - - - - - - Items in regulatory high-risk categories - - - - - - - Exposures in the form of bonds secured by mortgages - - - - - - - Securitisation positions - - - - - - - Short term exposures to banks, brokerage houses and corporates - - - - - - - Exposures in the form of collective investment undertakings - - - - - - - Other receivables 285 - - - - 7.280 - Total balance subject to credit risk 205.788 - 93.062 85.187 720 552.943 - Value at credit risk - - 18.612 42.593 540 552.943 - 3.Summary information related to unconsolidated capital adequacy ratio Capital to be employed for credit risk (Amount subject to credit risk * 0,08) (I) Capital to be employed for market risk (II) Capital to be employed for operational risk (III) Shareholders’ equity Shareholders’ equity / * ( I+II+III ) * 12.5 * 100) 200% - Current period 49.175 7.284 22.767 488.794 49,36 Deutsche Bank Annual Report 2012 72 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 4. Information about shareholders’ equity items Current Period CORE CAPITAL Paid-in capital 135.000 Nominal capital 135.000 Capital commitments (-) Adjustment to paid-in capital 31.866 Share premium Share repeal Legal reserves 243.908 Adjustment to legal reserves Profit 104.107 Net Current period profit 104.107 Prior period profit Provisions for possible losses up to 25% of core capital Profit on sale of associates, subsidiaries and buildings Primary subordinated loans Loss that is not covered with reserves (-) Net current period loss Prior period loss Development cost of operating lease (-) 344 Intangible assets (-) 34.151 Deferred-assets for tax which exceeds 10% of core capital (-) Excess amount expressed in the Law (Article 56, 3rd paragraph) (-) Total Core Capital 480.386 SUPPLEMENTARY CAPITAL General reserves 8.408 45% of increase in revaluation fund of movables 45% of increase in revaluation fund of fixed assets Free shares from investment and associates, subsidiaries and joint ventures that is not recognized in profit Primary subordinated loans which are ignored in the calculation of core capital Secondary subordinated loans 45% of value increase fund of financial assets available for sale and associates and subsidiaries Adjustment to paid-in capital, profit reserves and previous years losses(except adjustment to legal reserves) Total Suplementary Capital 8.408 CAPITAL DEDUCTIONS FROM THE CAPITAL Partnership share on banks and financial institutions (domestic and abroad) that are not consolidated, with a shareholding of 10% and above The sum of partnership share on banks and financial institutions (domestic and abroad), with shareholding of less than 10%, but exceeding 10% and more of the sum of core and suplimentary capital of the bank Loans extended to banks, financial institutions (domestic and abroad) and qualified shareholders, like secondary subordinated loan and debt instruments purchased from these institutions issued, like primary and secondary subordinated loan Loans extended being noncompliant with articles 50 and 51 of the Law Net book values of properties owned, exceeding 50% of banks’ equity and properties, and trade goods overtaken in exchange for loans and receivables that should be disposed within five years in accordance with article 57 of the Law, but not yet disposed Securitisation positions to be deducted from the shareholders' equity Other Total Shareholders' Equity 488.794 5. Information on the Bank’s internal capital requirements within the scope of the internal capital adequacy assessment process in order to evaluate the adequacy of the approach in terms of current and future activities The activities for the implementation of the appropriate evaluation system of the Bank’s internal capital adequacy assessment in terms of current and future activities is going on. The Bank aims to utilize its shareholders’ experience and systems and therefore analyzes its’ shareholders’ internal capital adequecy assessment. Furthermore, information systems for the evaluation of internal capital requirements are studying. 73 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) II. Explanations on credit risk Loan customers are subject to the concentration risk limits according to their geographical segments, risk groups, or sectors approved by thr Board of Directors. In compliance with the banking legislations the Bank does not work with the untrustworthy individuals and corporate, which are listed in the international watch lists. Credit limit allocation and credit extension procedures, forward transactions and the transactions related with the other derivative instruments, the limits and the risk exposures of the daily cash transactions of the customers are approved by the different level of people from the Bank’s management team according to their related authorisation limits. The risk limits and concentrations of the daily on and off balance sheet transactions are monitored per each customer by the authorised people of the treasury department of the Bank. The credit risk of the forward transactions is managed with the potential risks arising from the fluctuations in the market and it is avoided from the transactions that could have significant credit risks. The credit worthiness’ of customer is followed up on a regular basis in accordance with related regulations and accordingly the credit limits of the customers are revised, if necessary. Statement documents received for loans that are audited in accordance with regulations is consequential. The Bank, as an active player in the international banking market, does not hold significant credit risk when compared to the financial activities of the other international financial institutions. The Bank’s cash loan portfolio is composed of 39 customers and non-cash loan portfolio is composed of 101 customers as of 31 December 2012 (31 December 2011: 40 of cash loan portfolio and 101 of non-cash loans portfolio). The share of bank’s cash and non-cash receivables from first top 100 loan customers in total cash and non-cash loan portfolio is 100% (31 December 2011: 100%). The general provision for credit risk amounts to TL 8.408 as of 31 December 2012 (31 December 2011: TL 8.940). a) Types of loans and specific provisions 31 December 2012 Corporate Consumer Standard Loans 381.811 94 Loans under close monitoring - - Non-performing loans - - Specific provision (-) - - Total 381.811 94 Factoring Receivables - - - - - Total 381.905 381.905 31 December 2011 Corporate Consumer Standard Loans 531.882 93 Loans under close monitoring - - Non-performing loans - - Specific provision (-) - - Total 531.882 93 Factoring Receivables - - - - - Total 531.975 531.975 b) Loans and receivables past due but not impaired None (31 December 2011: None). c) Debt securities, treasury bills and other bills Financial Assets Available for Sale Held to at Fair Value Financial Maturity 31 December 2012 through P/L (Net) Assets (Net) Securities (Net) Moody’s Ba2(*) 618.241 - - Total 618.241 - - Total 618.241 618.241 74 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Financial Assets Available for Sale Held to at Fair Value Financial Maturity 31 December 2011 through P/L (Net) Assets (Net) Securities (Net) Moody’s Ba2(*) 1.195.014 - - Total 1.195.014 - - (*) Total 1.195.014 1.195.014 Consists of Turkish Republic government bonds and treasury bills. d) Information on rating concentration The Bank does not have credit rating policy. e) Fair value of collaterals (loans and advances to customers) Guarantees received ‘s presented in “Credit Risk Mitigation Techniques” disclosure. f) C redit risk is the risk reduction effects without taking into consideration the total amount of exposures after offsetting transactions with different risk classes according to the types and amounts of disaggregated risks are listed below the average for the period Current Period Risk classifications: Risk Amount(*) Conditional and unconditional exposures to central governments or central banks 162.059 Conditional and unconditional exposures to regional governments or local authorities - Conditional and unconditional exposures to administrative bodies and non-commercial undertakings - Conditional and unconditional exposures to multilateral development banks - Conditional and unconditional exposures to international organisations - Conditional and unconditional exposures to banks and brokerage houses 189.576 Conditional and unconditional exposures to corporates 487.347 Conditional and unconditional retail exposures 91.153 Conditional and unconditional exposures secured by real estate property - Past due items - Items in regulatory high-risk categories - Exposures in the form of bonds secured by mortgages - Securitisation positions - Short term exposures to banks, brokerage houses and corporates - Exposures in the form of collective investment undertakings - Other receivables 7.565 (*) Average Rist Amount(**) 161.201 428.264 592.122 28.658 38.211 Includes risk amounts before the effect of credit risk mitigation but after the credit conversions. Average risk amounts are the arithmetical average of the risk amounts after conversion in July-December period. (**) 75 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) g) Profile of significant exposures in major regions Conditional Conditional and and unconditional unconditional Conditional Conditional exposures to exposures to and and central banks and unconditionalunconditional governments or brokerage exposures to retail Other 31 December 2012 central banks houses corporates exposures receivable 1. Domestic 162.059 51.134 382.776 91.153 7.565 2. European Union (EU) countries - 91.266 62.651 - - - 9.666 1.860 - - 3. OECD countries(**) 4. Off-shore banking regions - - 124 - - 5. USA, Canada - 31.077 38.821 - - 6. Other countries - 6.433 1.115 - - 7. Associates, subsidiaries and joint ventures - - - - - 8. Unallocated assets / liabilities (***) - - - - - Total(*) 162.059 189.576 487.347 91.153 7.565 Total 694.687 153.917 11.526 124 69.898 7.548 937.700 Includes risk amounts before the effect of credit risk mitigation but after the credit conversions. OECD countries other than EU countries, USA and Canada (***) Assets and liabilities that can not be allocated on a consistent basis (*) (**) h) Risk profile according to sectors and counterparties Conditional Conditional and and unconditional unconditional Conditional Conditional exposures to exposures to and and central banks and unconditionalunconditional governments or brokerage exposures to retail 31 December 2012 central banks houses corporates exposures Agricultue - - 7.101 - Farming and raising livestock - - 7.101 - Forestry - - - - Fishing - - - - Manufacturing - - 232.505 27.260 Mining - - - - Production - - 229.236 27.260 Electric, gas and water - - 3.269 - Construction - - 40.370 - Services 162.059 189.576 205.159 63.799 Wholesale and retail trade - - 181.105 63.599 Hotel, food and beverage services - - - - Transportation and telecommunication - - 22.654 200 Financial institutions 162.059 189.576 - - Real estate and renting services - - - - Self-employement services - - - - Education services - - - - Health and social services - - 1.400 - Other - - 2.212 94 Total(*) 162.059 189.576 487.347 91.153 (*) Includes risk amounts before the effect of credit risk mitigation but after the credit conversions. Other receivable - - - - - - - - - - - - - - - - - - 7.565 7.565 Total 7.101 7.101 259.765 256.496 3.269 40.370 620.593 244.704 22.854 351.635 1.400 9.871 937.700 76 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) i)Distribution of maturity risk factors according to their outstanding maturities Term to maturity 1 month 1-3 months 3-6 months 6-12 months Over 1 year Conditional and unconditional exposures to central governments or central banks 119.216 - - - - Conditional and unconditional exposures to banks and brokerage houses 186.036 - - - - Conditional and unconditional exposures to corporates 105.441 120.167 60.853 12 - Conditional and unconditional retail exposures 49.099 28.879 4.296 5.952 - Other receivables - - - - - 459.792 149.046 65.149 5.964 - Total(*) (*) Total 119.216 186.036 286.473 88.226 679.951 Includes risk amounts before the effect of credit risk mitigation but after the credit conversions. j) Information on risk classifications According to the 7th article of the Communiqué on “Measurement and Assessment of Capital Adequacy of Banks”, in the process of risk weighted assets calculation, risk weights are determined through ratings given by internatiol rating companies. The international risk ratings are used for the exposures to central governments and central banks, whereas for central governments and central banks that are not rated by Fitch Ratings, the published country ratings as announced by the Organisation for Economic Cooperation and Development (OECD) are used. If exist, the ratings of Standart&Poor’s (S&P), Moody’s and Fitch Ratings are used together for the exposures of the foreign banks and brokerage houses. Where the counterparties are domestic, the related exposures are included in the calculation of capital adequcy as unrated. TL exposures of Central Government of Turkey and Central Bank of Turkey and all reserve requirement balances have 0% risk weight. The Fitch Ratings, Moody’s and Standart&Poor’s risk ratings as per the credit quality grades and the risk weights according to exposure categories are presented below: Ratings to match Long-term Credit Rating Short-Term Credit Rating Credit Quality Grades Fitch Moody’s Standart & Poor’s 1 2 3 4 5 6 AAA and AA- A+ and A- BBB+ and BBB- BB+ and BB- B+ and B- CCC+ and below Aaa and Aa3 A1 and A3 Baa1 and Baa3 Ba1 and Ba3 B1 and B3 Caa1 and below AAA and AAA+ and ABBB+ and BBBBB+ and BBB+ and BCCC+ and below 1 2 3 4 5 6 F1+ and F1 F2 F3 F3 and below - - P-1 P-2 P-3 NP - - A-1+ and A-1 A-2 A-3 A-3 below - k) Risk amount based on risk weight Risk Weight(*) Risk Weight 0% 10% 20% 50% 75% 100% 150% 1. Exposures Before Credit Risk Mitigation 162.344 - 106.682 - 720 667.954 - 2. Exposures After Credit Risk Mitigation 205.788 - 93.062 85.187 720 552.943 - (*) The Bank does not have risk weighted balances on 200% nor 1.250% Deductions From Equity 34.495 34.495 Deutsche Bank Annual Report 2012 77 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) l)Information according to sector and counterparty types Loans 31 December 2012 Impaired Past due Value adjustments Agricultural - - 71 Farming and raising livestock - - 71 Forestry - - - Fishing - - - Manufacturing - - 2.764 Mining - - - Production - - 2.751 Electric, gas and water - - 13 Construction - - 161 Services - - 5.388 Wholesale and retail trade - - 3.252 Hotel, food and beverage services - - - Transportation and telecommunication - - 486 Financial institutions - - 1.636 Real estate and renting services - - - Self-employement services - - - Education services - - - Health and social services - - 14 Other - - 24 Total - - 8.408 Provisions - m) Information about value adjustments and provisions Impaired loans; are the credits that either overdue more than 90 days as of the reporting date or are treated as impaired due to their creditworthiness. For such credits, “specific provisons” are allocated as per the Provisioning Regulation. The Bank does not have impaired loans as at the reporting date. Past due loans; are the credits that overdue upto 90 days but not impaired. For such credits, “general provisions” are allocated as per the Provisioning Regulation. The Bank does not have past due loans as at the reporting date. Opening Provisions for Provision Other Closing 31 December 2012 balance the period reversals adjustments balance 1. Specific provisions - - - - 2. General provisions 8.940 - (532) - 8.408 III. Explanations on Market Risk The Bank calculates market risk by using “Standard Method” on a monthly basis. Being exposed to market risk, the Bank’s Board of Directors has identified risk management strategies and policies and has pursued the implementation of these strategies periodically. Considering the existing major risks, the Bank’s Board of Directors determines and revises the risk limits, when necessary. The Board of Directors ensures that the risk management group and the executive management are taking necessary actions in identifying, measuring, monitoring and managing the various risks that the Bank exposes to. The Bank performs daily stress testing related with the asset-liability management and Deutsche Bank AG performs the ‘VAR’ analysis. The market risk exposed positions are transferred to the global markets with the most appropriate market prices for each assets and liabilities. The global markets prepare the daily market yield curves which are used as reference prices for such transfers. The capital requirement for the general market risk and specific risks is calculated using the standard method in accordance with the “Regulation on Measurement and Assessment of Capital Adequacy Ratios of Banks” and reported monthly. 78 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) a) Information related to market risk (I) Capital Requirement against General Market Risk - Standard Method (II) Capital Requirement against Specific Risks - Standard Method Capital Requirement against Specific Risks of Securitisation Positions– Standard Method (III) Capital Requirement against Currency Position Risk - Standard Method (IV) Capital Requirement against Commodity Risks - Standard Method (V) Capital Requirement against Clearing Risks - Standard Method (V) Capital Requirement against Clearing Risks - Standard Method (VII) Capital Requirement against Counterparty Credit Risks - Standard Method (VIII) Capital Requirement against Market Risks of Banks applying Risk Measurement (IX) Total Capital Requirement against Market Risk (I+II+III+IV+V+VI+VII) (X) Value-At-Market Risk ((12.5*VIII) or (12.5*IX)) 31 December 2012 4.920 1.656 708 7.284 91.050 b) Average market risk calculated during the period at month ends Interest rate risk Share risk Currency risk Commodity risk Settlement risk Options risk Counterparty Credit Risk(*) Amount subject to total risk (*) Average 13.204 - 1.950 - - - 579 196.662 Current Period Maximum 20.781 - 5.681 - - - 1.008 343.375 Minimum 5.326 - 267 - - - 217 72.625 Average 7.951 - 1.686 - - - - 120.463 Prior Period Maximum 20.948 - 5.548 - - - - 331.200 Minimum 1.336 55 17.388 Counterparty credit risk includes July-December period. c) Quantitative information on counterparty risk As per the 21st article of the “Regulation on Measurement and Assessment of Capital Adequacy Ratios of Banks”, counterparty risk is calculated over the following trading book transactions: a) Over-the-counter derivative financial instruments and credit derivatives, b) Securities or commodity based securities included in the trading books or commodity borrowing or lending transactions and repurchase and reverse repurchase agreements. The replacement costs are calculated valuing the contracts at their fair and those amounts are used in counterparty risk. Amount Interest rate contracts(*) 62.229 Foreign exchange rate contracts(**) 7.894 Commodity contracts - Equity shares related contracts - Other - Gross positive fair values 861 Netting benefits - Net current exposure amount - Collaterals received - Net derivative position 7.894 (*) Consist of repurchase transactions. Consist of currency swaps and forward agreements. (**) Total Risk Weighted Amount 6.197 2.655 861 2.655 79 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) IV. Operational risk The amount subject to operational risk is calculated once a year in accordance with the Regulation on “Measurement and Assessment of the Capital Adequacy of Banks” published in the Official Gazette numbered 28337 on 28 June 2012. In the calculation of the Bank’s operational risk, the “Basic Indicator Method” is used. In the Basic Indicator Method, the amount subject to operational risk is calculated by multiplying 15% of the Bank’s average gross revenue over the previous three years with 12,5. Amount subject to operational risk is TL 284.588 for the current period. Total / Number of years for which gross income 31.12.2009 31.12.2010 31.12.2011 is positive Rate (%) Gross Income 213.657 123.795 117.893 151.782 15 Amount subject to operational risk (Total*12,5) Total 22.767 284.588 V. Explanations on currency risk The Bank manages its foreign currency balance sheet by paying maximum attention to comply with the regulations of the related authorities and by choosing the most appropriate methods to the Bank’s liquidity and profitability policies. The position limit regarding the foreign currency risk is determined as parallel to the net foreign currency position standard rate. As of 31 December 2012, the Bank’s net ‘on balance sheet’ foreign currency long position amounts to TL 21.670 net ‘off-balance sheet’ foreign currency short position amounts to TL 7.358, while this net foreign currency long position amounts to TL 14.312. ‘’Standard method’’, which is also used for the statutory reporting purposes, is used to measure the Bank’s foreign currency risk. The Bank’s effective exchange rates on the date of 31 December 2012 and 2011 and for the last five working days of the period announced by the Bank in TL are as follows: 25 Dec. 2012 26 Dec. 2012 27 Dec. 2012 28 Dec. 2012 USD 1,7893 1,7877 1,7848 1,7829 CHF 1,9549 1,9516 1,9484 1,9544 GBP 2,8950 2,8796 2,8787 2,8823 EUR 2,3651 2,3586 2,3566 2,3657 31 Dec. 2012 26 Dec. 2011 27 Dec. 2011 28 Dec. 2011 29 Dec. 2011 USD 1,8809 1,8833 1,8847 1,8897 CHF 2,0072 2,0104 2,0138 2,0211 GBP 2,9493 2,9419 2,9497 2,9597 EUR 2,4583 2,4613 2,4633 2,4702 30 Dec. 2011 1,7826 1,9430 2,8708 2,3517 1,9065 2,0148 2,9366 2,4592 The arithmetical average of the Bank’s main foreign currency purchase rates for the last 30 days before the balance sheet date are listed below: Monthly average purchase rate USD CHF GBP EUR Current Period 1,7791 1,9271 2,8700 2,3332 Prior Period 1,8561 1,9925 2,8992 2,4509 a) Exposure to foreign currency risk A 10 percent depreciation of the TL against the following currencies as at 31 December 2012 and 2011 would have increased or decreased equity and profit or loss (excluding tax effects) by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. USD EUR Other foreign currencies Total, net (*) Includes profit/loss effect. Current Period (*) Profit/loss Equity (731) (731) 2.005 2.005 61 61 1.335 1.335 Prior Period (*) Profit/loss Equity 6.500 6.500 55 55 345 345 6.900 6.900 Deutsche Bank Annual Report 2012 80 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) b) Information on currency risk of the Bank Current Period Euro USD Other FC Assets Cash (Cash in Vault, Effectives, Cash in Transit, Cheques Purchased) and Balances with Central Bank of Turkey 180 119.231 - Banks 1.079 1.002 1.036 Financial Assets at Fair Value Through Profit or Loss - - - Interbank Money Market Placements - - - Available-for-sale Financial Assets - - - 133.024 87.392 - Loans and Receivables(*) Investments in Associates, Subsidiaries and Joint Ventures - - - Held-to-maturity Financial Assets - - - Derivative Financial Assets Held for Risk Management - - - Tangible Assets - - - Intangible Assets - - - Other Assets(***) 29.411 12.731 19 Total Assets 163.694 220.356 1.055 Liabilities Bank Deposits 121 30.307 - Foreign Currency Deposits 36.466 42.180 19 Funds From Interbank Money Market - - - Funds Borrowed From Other Financial Institutions 235.182 - - Marketable Securities Issued - - - Miscellaneous Payables 4 36 - Derivative Financial Liabilities Held for Risk Management - - - Other Liabilities(***) 17.928 1.728 427 Total Liabilities 289.701 74.251 446 Net On-Balance Sheet Position (126.007) 146.105 609 Net Off-Balance Sheet Position(**) 146.055 (153.413) - Derivative Assets 216.856 278.191 - Derivative Liabilities 70.801 431.604 - Non-Cash Loans(****) 139.065 149.306 66 Prior Period Total Asset 117.223 552.586 3.134 Total Liabilities 196.250 565.601 445 Net On-Balance Sheet Position (79.027) (13.015) 2.689 Net Off-Balance Sheet Position 79.577 78.024 764 Derivative Assets 290.602 781.509 764 Derivative Liabilities 211.025 703.485 - Non-Cash Loans(****) 155.308 226.489 69 Total 119.411 3.117 220.416 42.161 385.105 30.428 78.665 235.182 40 20.083 364.398 20.707 (7.358) 495.047 502.405 288.437 672.943 762.296 (89.353) 158.365 1.072.875 914.510 381.866 he foreign currency indexed loans amounting to TL102.018 is included. T Indicates the net amount of derivative financial assets and liabilities. Spot foreign exchange buy and sell transactions shown under “Asset purchase commitments” in the financial statements are included in the “Net off-balance position”. Derivative financial assets and liabilities include accrual amounting to TL 861 and TL 1.065, respectively. (***) Accruals from spot foreign exchange buy and sell transactions are not included in “Other Assets” and “Other Liabilities”. Income and expense accruals from spot foreign exchange buy and sell transactions are TL 143 and TL 241, respectively. Foreign currency prepaid expenses amounting to TL 963 are excluded from other assets. (****) There is no impact on net off-balance sheet position. (*) (**) 81 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) VI. Explanations on Interest Rate Risk The interest rate sensitivity of assets, liabilities and off-balance sheet items are evaluated quarterly at Asset-Liability Committee meetings. The Bank’s interest rate risk is measured by using the standard method. The Bank provides information to its main shareholder Deutsche Bank AG for their, Value at Risk (VAR), risk measurement methods and performs sensitivity analyses. Standard method measurements are performed monthly by using the maturity distribution; while the VaR calculations are performed on a daily basis. The interest rate risk of TL and foreign currency indexed financial assets held for trading and financial assets held for available for sale is measured by the daily interest rate sensitivity analyses. 1.Interest rate sensitivity of assets, liabilities and off balance sheet items (Based on repricing dates) Up to 1 1-3 3-12 1-5 5 Years Non-Interest Current Period Ended Month Months Months Years and Over Bearing Assets Cash and Balances with the Central Bank of Turkey - - - - - 162.344 Banks 38.151 - - - - 3.540 Financial Assets at Fair Value through Profit/Loss 212.291 148.473 65.790 124.651 67.036 861 Money Market Placements - - - - - - Available-for-Sale Financial Assets - - - - - - Loans and Receivables 161.746 149.046 71.113 - - - Held-to-Maturity Financial Assets - - - - - - - - - - - 91.924 Other Assets(*) Total Assets 412.188 297.519 136.903 124.651 67.036 258.669 Liabilities Bank Deposits 30.304 - - - - 113.502 Other Deposits 65.043 27.150 - - - 194.741 Money Market Funds 59.753 - - - - - Miscellaneous Payable - - - - - 2.252 Securities Issued - - - - - - Funds Borrowed 880 235.182 - - - - Other Liabilities(**) - - - - - 568.159 Total Liabilities 155.980 262.332 - - - 878.654 On Balance Sheet Long Position 256.208 35.187 136.903 124.651 67.036 - On Balance Sheet Short Position - - - - - (619.985) Off-Balance Sheet Long Position 714.314 35.550 39.510 - - - Off-Balance Sheet Short Position (714.599) (35.549) (39.494) - - - Total Position 255.923 35.188 136.919 124.651 67.036 (619.985) Total 162.344 41.691 619.102 381.905 91.924 1.296.966 143.806 286.934 59.753 2.252 236.062 568.159 1.296.966 619.985 (619.985) 789.374 (789.642) (268) Includes tangible assets amounting to TL 3.442, intangible assets amounting to TL 34.151 and other assets amounting to TL 54.331. (**) Includes equity amounting to TL 514.881, provisions amounting to TL 38.802, other liabilities amounting to TL 525, derivative instruments held for trading amounting to TL 1.065 and tax liabilities amounting to TL 12.886. (*) Deutsche Bank Annual Report 2012 82 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Up to 1 1-3 3-12 1-5 5 Years Non-Interest Prior Period Ended Month Months Months Years and Over Bearing Total Assets Cash and Balances with the Central Bank of Turkey - - - - - 132.773 132.773 Banks 88.593 - - - - 23.675 112.268 Financial Assets at Fair Value through Profit/Loss 282.964 339.443 275.612 302.503 5.555 - 1.206.077 Money Market Placements 170.100 - - - - - 170.100 Investment Securities Available-for-Sale - - - - - - Loans and Receivables 58.781 320.405 152.789 - - - 531.975 Investment Securities Held-to-Maturity - - - - - - 2.479 - - - - 86.348 88.827 Other Assets(*) Total Assets 602.917 659.848 428.401 302.503 5.555 242.796 2.242.020 Liabilities Bank Deposits - - - - - 84.906 84.906 Other Deposits 137.905 - - - - 112.024 249.929 Money Market Funds 816.753 - - - - - 816.753 Miscellaneous Payable - - - - - 3.591 3.591 Securities Issued - - - - - - Funds Borrowed 398.679 133.595 76.296 - - - 608.570 Other Liabilities(**) 16.999 - - - - 461.272 478.271 Total Liabilities 1.370.336 133.595 76.296 - - 661.793 2.242.020 On Balance Sheet Long Position - 526.253 352.105 302.503 5.555 - 1.186.416 On Balance Sheet Short Position (767.419) - - - - (418.997) (1.186.416) Off-Balance Sheet Long Position 1.053.800 319.134 388.542 - - - 1.761.476 Off-Balance Sheet Short Position (1.046.635) (319.260) (389.331) - - - (1.755.226) Total Position (760.254) 526.127 351.316 302.503 5.555 (418.997) 6.250 Includes tangible assets amounting to TL 2.532, intangible assets amounting to TL 39.429, tax assets amounting to TL 4.070 and other assets amounting to TL 42.796. (**) Includes equity amounting to TL 417.188, provisions amounting to TL 31.632, other liabilities amounting to TL 5.882, trading derivative instruments amounting to TL 13.832, payable from leasing transactions amounting to TL 17 and tax liabilities amounting to TL 9.720. (*) 2.Average interest rates on monetary financial instruments Current Period EUR % USD % JPY % Assets Cash and Balances with the Central Bank of Turkey - - - Banks and Other Financial Institutions - - - Financial Assets at Fair Value through Profit/Loss - - - Money Market Placements - - - Available-for-Sale Financial Assets (Net) - - - Loans and Receivables 2,60 3,70 - Held-to-Maturity Financial Assets (Net) - - - Liabilities Bank Deposits - 0,33 - Other Deposits 0,10 0,28 - Money Market Funds - - - Miscellaneous Payable - - - Securities Issued - - - Funds Borrowed 0,07 - - TL % 6,82 9,24 7,81 - 4,63 5,15 - 83 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Prior Period EUR % USD % JPY % Assets Cash and Balances with the Central Bank of Turkey - - - Banks and Other Financial Institutions - 0,07 - Financial Assets at Fair Value through Profit/Loss - - - Money Market Placements - - - Available-for-Sale Financial Assets (Net) - - - Loans and Receivables 3,34 3,40 - Held-to-Maturity Financial Assets (Net) - - - Liabilities Bank Deposits - - - Other Deposits 0,40 0,41 - Money Market Funds - - - Miscellaneous Payable - - - Securities Issued - - - Funds Borrowed 0,99 0,58 - TL % 10,69 9,58 10,72 12,71 - 7,00 5,82 - 3. Interest rate risk on banking books The interest rate risk of the banking books is measured and monitored within the scope of the Regulation about Measurement and Assessment of Interest Rate Risk in the Banking Accounts by Standard Shock Method. Shock Applied Gains/ Type of Currency (+/- x basis point) (Losses) TL (+) 500bp (1.706) TL (-) 400bp 1.449 EUR (+) 200bp 288 EUR (-) 200bp (293) USD (+) 200bp (140) USD (-) 200bp 142 Total (of positive shocks) (1.558) Total (of negative shocks) 1.298 Gains/Equity(Losses)/Equity (%0,349) %0,296 (%0,059) %0,060 (%0,029) %0,029 %0,319 %0,266 4. Position risk of equity securities on banking books None. VII. Explanations on liquidity risk General principles of liquidity and financial emergency state management and the related application procedures are considered in the scope of “Regulation for Liquidity Risk and Liquidity and Financial Emergency State Management” The Bank calculates liquidity adequacy ratio and reports to BRSA on a weekly basis in accordance with the “Measurement and Assessment of Liquidity Adequacy of Banks” issued in the Official Gazette numbered 26333 and dated 1 November 2006. The liquidity adequacy of the Bank is over the limit values specified in the mentioned regulation. 1.The resources of the current liquidity risk; whether the necessary precautions have been taken, whether the Board of Directors sets limits on the funds available to meet the urgent liquidity requirements and to be able to pay borrowings when they become due Liquidity risk is managed by considering the main criteria such as (1) the expected cash flows at related time intervals, (2) the possibility and capacity of borrowing from the market, (3) the credit quality of the assets on the balance sheet. In addition to the compliance with the legal limitations regarding the liquidity, the Bank monitors from the cash flow reports that there are matching borrowing opportunities with the cash out-flows within the same time interval. Deutsche Bank Annual Report 2012 84 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 2.The matching of the payments, assets and liabilities and the interest rates, and the possible impact of the current mismatch on the profitability of the Bank The Bank’s assets and liabilities carry positive interest earnings. The assets and liabilities are repriced in one month in average. Therefore, the Bank carries limited interest rate risk. 3. Internal and external resources that meets the short and long term liquidity needs of the Bank and unutilised significant liquidity resources The Bank monitors that the maturity matching of the assets and liabilities are kept. The Bank keeps sufficient liquid assets to meet liquidity needs caused by the fluctuations in the market. As per the BRSA Communiqué published on 1 November 2006 and effective from 1 January 2007, “Measurement and Assessment of the Adequacy of Banks’ Liquidity”, the weekly and monthly liquidity ratios on a bank-only basis for foreign currency assets/liabilities and total assets/liabilities should be minimum 80% and 100%, respectively. The liquidity ratios in 2012 are as follows: First Maturity Bracket (Weekly) Second Maturity Bracket (Mothly) FC FC + TL FC FC + TL Average (%) 100,24 115,04 97,72 113,92 Maximum (%) 143,43 150,72 125,02 146,71 Minimum (%) 80,41 100,27 80,70 100,87 4. The assessment of the amounts and resources of the Bank’s cash flows As explained above, the Bank has sufficient cash and cash inflows in order to be able to timely meet the cash outflows. Maturity analysis of residual values of contractual financial liabilities: Gross Carrying Nominal Up to 1 1-3 3-12 1-5 5 Years Current period Value Outflow Demand Month Months Months Years and Over Bank Deposits 143.806 143.806 113.502 30.304 - - - Other Deposits 286.934 286.969 194.741 65.064 27.164 - - Funds Borrowed 236.062 238.678 - 880 237.798 - - Interbank Money Market Funds 59.753 59.753 - 59.753 - - - Miscellaneous Payables 2.252 2.252 2.252 - - - - Finance Lease Payables - - - - - - - Total 728.807 731.458 310.495 156.001 264.962 - - Gross Carrying Nominal Up to 1 1-3 3-12 1-5 5 Years Prior period Value Outflow Demand Month Months Months Years and Over Bank Deposits 84.906 84.906 84.906 - - - - Other Deposits 249.929 249.955 112.024 137.931 - - - Funds Borrowed 608.570 609.753 - 398.795 134.097 76.861 - Interbank Money Market Funds 816.753 817.010 - 817.010 - - - Miscellaneous Payables 3.591 3.591 3.591 - - - - Finance Lease Payables 17 17 - 11 6 - - Total 1.763.766 1.765.232 200.521 1.353.747 134.103 76.861 - The above table shows the undiscounted estimated cash outflows of the financial liabilities in accordance with their contracts. Deutsche Bank Annual Report 2012 85 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Maturity analysis of assets and liabilities according to remaining maturities Up to 1 1-3 3-12 1-5 5 Years UnalloCurrent period Demand Month Months Months Years and Over cated Assets Cash and Balances with the Central Bank of Turkey 43.128 119.216 - - - - - Banks 3.540 38.151 - - - - - Financial Assets At Fair Value Through or Loss - 684 78.065 77.913 365.968 96.472 - Interbank Money Market Placements - - - - - - - Available-for-Sale Financial Assets - - - - - - - Loans and Receivables - 161.746 149.046 71.113 - - - Held-to-Maturity Financial Assets - - - - - - - Other Assets(*) - 1.250 2.808 26.859 - - 61.007 Total Assets 46.668 321.047 229.919 175.885 365.968 96.472 61.007 Liabilities Bank Deposits 113.502 30.304 - - - - - Other Deposits 194.741 65.043 27.150 - - - - Funds Borrowed - 880 235.182 - - - - Interbank Money Market Funds - 59.753 - - - - - Securities Issued - - - - - - - Miscellaneous Payables 2.252 - - - - - - Other Liabilities(**) 27.599 10.616 84 14.979 - - 514.881 Total Liabilities 338.094 166.596 262.416 14.979 - - 514.881 Liquidity Gap (291.426) 154.451 (32.497) 160.906 365.968 96.472 (453.874) Prior Period Total Assets 24.583 1.270.062 329.781 191.589 343.859 22.089 60.057 Total Liabilities 218.134 1.368.382 134.395 96.912 7.009 - 417.188 Liquidity Gap (193.551) (98.320) 195.386 94.677 336.850 22.089 (357.131) Total 162.344 41.691 619.102 381.905 91.924 1.296.966 143.806 286.934 236.062 59.753 2.252 568.159 1.296.966 2.242.020 2.242.020 - Includes tangible assets amounting to TL 3.442, intangible assets amounting to TL 34.151 and other assets amounting to TL 54.331. (**) Includes equity amounting to TL 514.881, provisions amounting to TL 8.802, other liabilities amounting to TL 525, derivative instruments held for trading amounting to TL 1.065 and tax liabilities amounting to TL 12.886. (*) Contractual maturity analysis of the Bank’s derivative instruments Up to 1 1-3 3-12 1-5 5 years 31 December 2012 Month Months Months Years and Over Derivative instruments held for trading Foreign exchange derivatives: 952.445 71.099 79.005 - - - Inflow 476.131 35.550 39.510 - - - Outflow 476.315 35.549 39.494 - - Interest rate derivatives: - - - - - - Inflow - - - - - - Outflow - - - - - Derivative instruments held for risk management Foreign exchange derivatives: - - - - - - Inflow - - - - - - Outflow - - - - - Interest rate derivatives: - - - - - - Inflow - - - - - - Outflow - - - - - Total cash inflow 476.131 35.550 39.510 - - Total cash outflow 476.315 35.549 39.494 - - Total 1.102.549 551.191 551.358 - 551.191 551.358 86 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Up to 1 1-3 3-12 1-5 5 Years 31 December 2011 Month Months Months Years and Over Derivative instruments held for trading Foreign exchange derivatives: 874.450 638.394 777.873 - - - Inflow 436.499 319.134 388.542 - - - Outflow 437.951 319.260 389.331 - - Interest rate derivatives: - - - - - - Inflow - - - - - - Outflow - - - - - Derivative instruments held for risk management - - - - Foreign exchange derivatives: - - - - - - Inflow - - - - - - Outflow - - - - - Interest rate derivatives: - - - - - - Inflow - - - - - - Outflow - - - - - Total cash inflow 436.499 319.134 388.542 - - Total cash outflow 437.951 319.260 389.331 - - Total 2.290.717 1.144.175 1.146.542 - 1.144.175 1.146.542 5. Explanations on securitization positions None. 6. Credit risk mitigation techniques The Bank applies credit risk mitigation according to the simple financial collateral method in compliance with the article 33 of the “Regulation on Credit Risk Mitigation Techniques”. In the credit risk mitigation, cash and cash equivalent items and high-credit-quality debt instruments are used. Guarantees Financial Other/Physical and Credit Risk Classifications: Amount (*) Collaterals Collaterals Derivatives Conditional and unconditional exposures to central governments or central banks Conditional and unconditional exposures to regional governments or local authorities Conditional and unconditional exposures to administrative bodies and non-commercial undertakings Conditional and unconditional exposures to multilateral development banks Conditional and unconditional exposures to international organisations Conditional and unconditional exposures to banks and brokerage houses Conditional and unconditional exposures to corporates Conditional and unconditional retail exposures Conditional and unconditional exposures secured by real estate property Past due items Items in regulatory high-risk categories Exposures in the form of bonds secured by mortgages Securitisation positions Short term exposures to banks, brokerage houses and corporates Exposures in the form of collective investment undertakings Other receivables (*) 162.059 - - - - - - - - - - - - - - - - - - - 189.576 487.347 91.153 43.444 - - - - - 85.186 - - - - - - - - - - - - - - - - - - - 7.565 - - - - - - - Includes risk amounts before the effect of credit risk mitigation but after the credit conversions. 87 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 7. Risk management objective and policies The aim of the risk management system is to provide the definition, measurement, surveillance and control of the exposed risks; by means of policies, implementation methods and limits; determined in order that the risk-return structure contained in the future cash flows of the Bank, and the quality of the related activities and their levels are followed, controlled, and changed, if needed. The required policies, methods and limits for the measurement, analysis, reporting and controlling of the defined risks are determined by the Board of Managers. In the determination of risk management policies and implementation methods; strategies, policies and implementation methods regarding the activities of the Bank; the volume, quality and the complexity of the activities; risk strategy and acceptable level of risk; risk monitoring and managing capacity; past experience and performance; the level of expertise of the managers of the related units in topics related to their area; and the obligations indicated in the law and other related legislation; are taken into account. The adaptation of the risk management policies and procedures to the changing conditions is essential. The Board of Managers or the related Internal Systems Specialist evaluates the adequacy of these regularly and makes the required alterations. Risk management policies and procedures include the utilization of risk reduction techniques like hedging, insurance or credit derivatives. The Bank determines written limits for the quantifiable risk like the credit risk, market risk, interest rate risk and liquidity risk originating from its activities; and these limits are approved by the Board. The risk limits are determined together with top management executives including the related internal systems specialist, the risk management unit executive and the general manager of the Bank. These limits become valid with the approval of the Board. The risk limits are determined according to the risk level the Bank can take, and the volume and complexity of its products and services. The risk limits are reviewed periodically in a way to reflect the currency of the developments in the implementation and adapted according to the changes in the market conditions and bank strategy. It is essential that the limits are determined risk-based. The risk limits to be determined, cannot go out of the limits determined in the regulations related to these topics. VIII. E xplanations regarding the presentation of financial assets and liabilities at their fair values It has been assumed that fair value of financial assets and liabilities which have not been presented by fair value approximates their carrying value due to short-term maturity structure. TFRS 7 – Financial instruments: Disclosures requires the classification of fair value measurements into a fair value hierarchy by reference to the observability and significance of the inputs used in measuring fair value of financial instruments measured at fair value to be closed. This classification basically relies on whether the relevant inputs are observable or not. This distinction brings about a fair value measurement classification generally as follows: Level 1: Fair value measurements using quoted prices (unadjusted) in active markets for identical assets of liabilities. Level 2: Fair value measurements using inputs other than quoted prices included within Level 1 that are obversable for the asset or liability, either directly (as prices) or indirectly (derived from prices). Level 3: Fair value measurements using inputs for the assets or liability that are not based on observable market data (unobservable inputs). This classification of fair value measurements of financial assets and liabilities measured at fair value is as follows: 31 December 2012 Level 1 Level 2 Level 3 Financial Assets at Fair Value Through Profit or Loss 618.241 861 - Government Debt Securities 618.241 - - Share Certificates - - - Derivative Financial Assets Held for Trading - 861 - Other Securities - - - Available for Sale Financial Assets - - - Government Debt Securities - - - Other Securities - - - Derivative Financial Assets Held for Risk Management - - - Total Assets 618.241 861 - Derivative Financial Liabilities Held for Trading - 1.065 - Derivative Financial Liabilities Held for Risk Management - - - Total Assets - 1.065 - Total 619.102 618.241 861 619.102 1.065 1.065 88 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 31 December 2011 Level 1 Level 2 Level 3 Total Financial Assets at Fair Value Through Profit or Loss 1.195.014 11.063 - Government Debt Securities 1.195.014 - - Share Certificates - - - Derivative Financial Assets Held for Trading - 11.063 - Other Securities - - - Available for Sale Financial Assets - - - Government Debt Securities - - - Other Securities - - - Derivative Financial Assets Held for Risk Management - - - Total Assets 1.195.014 11.063 - Derivative Financial Liabilities Held for Trading - 13.832 - Derivative Financial Liabilities Held for Risk Management - - - Total Liabilities - 13.832 - 1.206.077 1.195.014 11.063 1.206.077 13.832 13.832 IX. Explanation regarding the activities carried out on behalf and account of other parties 1.Purchasing, selling, custody, management and advisory services which are carried out by the Bank on behalf of customers The Bank provides intermediary services for the purchase and sale of financial assets on behalf of the customers and custody services. 2. Whether operations with financial institutions and financial services in the context of transaction agreements held in trust effect the financial situation of the Bank significantly The Bank is not involved in trust activities. X. Explanations on operating segments Financial information on operational segments as of 31 December 2012 and 2011 are as follows: Corporate Global Current period Banking Markets Other Unallocated Operating Profit 50.669 137.363 28.915 - Net Operating Profit / (Loss) 19.550 82.167 28.915 - Profit /(Loss) Before Tax - - - - Tax Provision - - - - Net Period Profit /(Loss) - - - - Segment Assets 445.419 851.547 - - Segment Liabilities 377.246 404.839 - - Equity - - - 514.881 Prior period Corporate Banking Global Markets Other Unallocated Operating Profit 59.308 31.392 27.193 - Net Operating Profit / (Loss) 3.759 10.477 27.193 - Profit /(Loss) Before Tax - - - - Tax Provision - - - - Net Period Profit /(Loss) - - - - Segment Assets 589.423 1.652.597 - - Segment Liabilities 409.521 1.415.311 - - Equity - - - 417.188 Total 216.947 130.632 130.632 26.525 104.107 1.296.966 782.085 514.881 Total 117.893 41.429 41.429 9.356 32.073 2.242.020 1.824.832 417.188 Deutsche Bank Annual Report 2012 89 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) SECTION FIVE EXPLANATIONS AND NOTES TO UNCONSOLIDATED FINANCIAL STATEMENTS I. Explanations and Notes Related to Assets 1.Information related to cash and balances with the Central Bank of Turkey 1.aInformation on cash and balances with the Central Bank of Turkey Current Period TL FC TL Cash in TL/ Foreign currency 90 195 53 Central Bank of Turkey 42.843 119.216 651 Other - - - Total 42.933 119.411 704 Prior Period FC 204 131.865 132.069 1.b Information on balances with the Central Bank of Turkey Current Period TL FC TL Unrestricted Demand Deposits 42.843 - 651 Unrestricted Time Deposits - 55.662 - Restricted Time Deposits - 63.554 - Total 42.843 119.216 651 Prior Period FC 8.374 123.491 131.865 1.c Information on reserve deposits The banks operating in Turkey keep reserve deposits for Turkish currency liabilities in TL, USD, EUR and/or standard gold at the rates between 5% and 11% according to their maturities (31 December 2011: between 5% and 11% according to their maturities), foreign currency liabilities in USD, EUR and/or standard gold at the rates between 6% and 11,5% according to their maturities (31 December 2011: between 6% and 11 % according to their maturities), respectively as per the Communiqué no.2005/1 “Reserve Deposits” of the Central Bank of Turkey. Reserve deposits required by the Central Bank of Turkey are not interest bearing. 2.Information on financial assets at fair value through profit or loss 2.a Financial assets at fair value through profit or loss 2.a.1Financial assets at fair value through profit/loss subject to repurchase agreements and provided as collateral/blocked Current Period Prior Period TL FC TL FC Share Certificates - - - Government Securities, Treasury Bills, and Other Securities 212.382 - 328.741 Others - - - Total 212.382 - 328.741 - 90 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 2.a.2Financial assets at fair value through profit/loss subject to repurchase agreements Current Period TL FC TL Government Bonds 62.229 - 818.279 Treasury Bills - - - Other Securities - - - Bond Issued or Guaranteed By Banks - - - Asset Backed Securities - - - Others - - - Total 62.229 - 818.279 Prior Period FC - 2.bPositive differences on derivative financial assets held for trading Current Period TL FC TL Forward Transactions - 561 - Swap Transactions - 300 - Futures - - - Options - - - Other - - - Total - 861 - Prior Period FC 944 10.119 11.063 3. Information on banks 3.a. Information on banks Current Period TL FC TL Banks Domestic 23.426 102 43.206 Foreign 15.148 3.015 3.816 Foreign headoffices and branches - - - Total 38.574 3.117 47.022 Prior Period FC 37 65.209 65.246 3.b Information on foreign banks account Unrestricted amount Current Period Prior Period EU Countries USA, Canada OECD Countries(*) Off-shore Banking Regions Other Total (*) 16.949 981 233 - - 18.163 OECD countries other than EU countries, USA and Canada. 4. Information on financial assets available for sale None (31 December 2011: None). 4.484 60.788 3.751 - 2 69.025 Restricted amount Current Period Prior Period - - - - - - - Deutsche Bank Annual Report 2012 91 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 5. Explanations on loans and receivables 5.aInformation on all types of loan or advance balances given to shareholders and employees of the Bank Current Period Prior Period Cash Non-cash Cash Non-cash Direct Lending to Shareholders - 181.953 - 172.542 Corporate Shareholders - 181.953 - 172.542 Individual Shareholders - - - Indirect Lending to Shareholders 41.314 - 23.299 Loans to Employees 94 - 93 Total 41.408 181.953 23.392 172.542 5.b Information on the first and second group loans and receivables including loans that have been restructured or rescheduled and other receivables Standard Loans Loans and Receivables and Receivables Under Close Monitoring Loans and Restructured or Loans and Restructured or Receivables Rescheduled Receivables Rescheduled Extension of Extension of the payment the payment Cash Loans plan Other plan Other Non-Specialized Loans 214.780 167.125 - - - Commercial loans 104.998 80.043 - - - Export Loans 88.147 87.082 - - - Import Loans - - - - - Loans Given to Financial Sector 7.206 - - - - Consumer Loans 94 - - - - Credit Cards - - - - - Other 14.335 - - - - Specialized Lending - - - - - Other Receivables - - - - - Total 214.780 167.125 - - - Information on loans whose terms are extended as of 31 December 2012: Current Period Standard Loans Loans and Receivables Number of extensions and Receivables Under Close Monitoring 1 or 2 Times 83.354 3, 4 or 5 Times 4.874 Over 5 Times 78.897 Total 167.125 Current Period Standard Loans Loans and Receivables Extension Periods and Receivables Under Close Monitoring 0 - 6 Months 136.510 6 Months - 12 Months 30.615 1 - 2 Years - 2 - 5 Years - 5 Years and Over - Total 167.125 - 92 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 5.c Loans according to their maturity structure Cash Loans Short-term Loans and Receivables Non-specialised Loans Specialised Loans Other Receivables Medium and Long-Term Loans and Receivables Non-specialised Loans Specialised Loans Other Receivables Total Standard Loans and Loans and Receivables Under Close Receivables Monitoring Loans and Restructured or Loans and Restructured or Receivables Rescheduled Receivables Rescheduled 214.780 167.125 - 214.780 167.125 - - - - - - - - - - - - - - - - - - - - 214.780 167.125 - - 5.d Information on consumer loans, individual credit cards, personnel loans and personnel credit cards The Bank has no consumer loans, consumer credit cards and personnel credit cards as of 31 December 2012 (31 December 2011: None). The Bank has personnel loan amounting to TL 94 as of 31 December 2012 (31 December 2011: TL 93). 5.e Information on installment based commercial loans and corporate credit cards None (31 December 2011: None). 5.f Information on allocation of loan customers Public Sector Private Sector Total Current Period - 381.905 381.905 5.g Distribution of domestic and foreign loans Current Period Domestic Loans 360.364 Foreign Loans 21.541 Total 381.905 Prior Period 531.975 531.975 Prior Period 512.232 19.743 531.975 5.h Loans to associates and subsidiaries None (31 December 2011: None). 5.i Specific provisions for loans Current Period Loans and Receivables with Limited Collectability - Doubtful Loans and Receivables - Uncollectible Loans and Receivables - Total - Prior Period - 93 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 5.j Information on non-performing loans (Net) 5.j.1 Information on non-performing loans and receivables restructured or rescheduled: None (31.12.2011: None). 5.j.2 Information on the movement of total non-performing loans: III. Group Loans and Receivables Current Period with Limited Collectability Prior Period End Balance - Additions (+) - Transfers from Other Categories of Non performing Loans (+) - Transfers to Other Categories of Non-performing Loans (-) - Collections (-) - Write-offs (-) - Corporate and Commercial Loans - Consumer Loans - Credit Cards - Other - Balance at the End of the Period - Specific Provision (-) - Net Balance on Balance Sheet - IV. Group Loans and Receivables with Doubtful Collectability - - - - - - - - - - - - - V. Group Uncollectible Loans and Receivables - III. Group Loans and Receivables Prior Period with Limited Collectability Prior Period End Balance 14 Additions (+) - Transfers from Other Categories of Non performing Loans (+) - Transfers to Other Categories of Non-performing Loans (-) - Collections (-) (14) Write-offs (-) - Corporate and Commercial Loans - Consumer Loans - Credit Cards - Other - Balance at the End of the Period - Specific Provision (-) - Net Balance on Balance Sheet - IV. Group Loans and Receivables with Doubtful Collectability V. Group Uncollectible Loans and Receivables - - - - - - - - - - - - - - 5.j.3Information on foreign currency non-performing loans and receivables None (31 December 2011: None). 5.kMain principles of liquidating for uncollectible loans and receivables The Bank has no uncollectible loans and receivables as of 31 December 2012 (31 December 2011: None). 6. Information on held-to-maturity financial assets (Net) None (31 December 2011: None). 7. Information on investments in associates (Net) None (31 December 2011: None). 94 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 8. Information on investments in subsidiaries (Net) None (31 December 2011: None). 9. Information on investments in joint ventures (Net) None (31 December 2011: None). 10. Information on finance lease receivables None (31 December 2011: None). 11.Information on derivative financial assets held for risk management None (31 December 2011: None). 12. Information on property and equipment Current Period Real Estates Leased Tangible Assets Other Tangible Assets 31 December 2011 Cost - 2.919 12.046 Accumulated Depreciation (-) - (2.874) (9.559) Net book value - 45 2.487 31 December 2012 Net Book Value at the Beginning of the Period - 45 2.487 Additions - - 2.347 Disposals (-) (net) - - - Depreciation (-) - (1) (1.436) Cost at the End of the Period - 2.919 14.393 Accumulated Depreciation at the End of the Period (-) - (2.875) (10.995) Closing Net Book Value at the End of the Period - 44 3.398 Prior Period Real Estates Leased Tangible Assets Other Tangible Assets 31 December 2010 Cost - 2.956 13.415 Accumulated Depreciation (-) - (2.515) (10.239) Net book value - 441 3.176 31 December 2011 Net Book Value at the Beginning of the Period - 441 3.176 Additions - - 856 Disposals (-) (net) - (9) (44) Depreciation (-) - (387) (1.501) Cost at the End of the Period - 2.919 12.046 Accumulated Depreciation at the End of the Period (-) - (2.874) (9.559) Closing Net Book Value at the End of the Period - 45 2.487 Total 14.965 (12.433) 2.532 2.532 2.347 (1.437) 17.312 (13.870) 3.442 Total 16.371 (12.754) 3.617 3.617 856 (53) (1.888) 14.965 (12.433) 2.532 As of 31 December 2012 and 2011, there is not impairment losses or reversal of impairment losses on tangible asserts. As of 31 December 2012 and 2011, there is no pledge on tangible assets. Deutsche Bank Annual Report 2012 95 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 13. Information on intangible assets: The Bank has intangible assets amounting to TL 34.151 as of 31 December 2012 (31 December 2011: TL 39.429). The Bank acquired the custody operations of a local Bank in Turkey on 11 May 2007. The transaction was settled on 2 July 2007. While purchase amount is TL 150.967, a provision of TL 59.823 has been recorded after revaluation because of changes in expected cash flows. 13.aBook value and accumulated depreciation balances at current and prior period Current Period Prior Period Accumulated Accumulated Amortisation Impairment Amortisation Amortisation Impairment Amortisation Intangible Assets 160.912 61.950 64.811 158.279 61.950 56.900 13.b Information on movements between the beginning and end of the period Current Period Beginning of the Period 39.429 Additions due to Mergers, Transfers and Acquisitions 2.633 Disposals (-) - Amortisation (-) (7.911) End of the Period 34.151 Prior Period 45.646 1.517 (7.734) 39.429 14. Information on investment property None (31 December 2011: None). 15. Information on deferred tax assets As of 31 December 2012, the Bank has a deferred tax liability of TL 4.834 (31 December 2011: TL 5.139) calculated as the net amount remaining after netting of tax deductible timing differences and taxable timing differences. The Bank does not have deferred tax asset as at 31 December 2012. Detailed information about the net deferred tax asset/liability is presented Section V, note 8.b. There is no deductible temporary differences that are not included in calculation of deferred tax asset and not reflected to financial statements in prior periods. 16. Information on assets held for sale and discontinued operations None (31 December 2011: None). 17. Information on other assets 17.a Information on prepaid expenses, tax and similar transactions Current Period Income accruals(*) 30.561 Guarantees given 20.337 Prepaid expenses 1.017 Other 2.416 Total 54.331 (*) TL 28.711 of income accruals comprise service income accruals (31 December 2011: TL 26.504). 17.b Breakdown of other assets which constitute at least 20% of grand total Presented in the table above. Prior Period 28.054 9.666 1.026 4.050 42.796 96 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) II. Explanations and Notes Related to Liabilities 1. Information on maturity structure of deposits Current Period Demand Saving Deposits Foreign Currency Deposits Residents in Turkey Residents Abroad Public Sector Deposits Commercial Deposits Other Institutions Deposits Precious Metal Deposits Bank Deposits The Central Bank of Turkey Domestic Banks Foreign Banks Special Financial Institutions Other Total - 30.622 29.391 1.231 - 143.611 20.508 - 113.502 - 121 113.381 - - 308.243 With 6 7 day Up to 1 1-3 3-6 months - 1 year notification month months months 1 year and over - - - - - - - - - - - - - - - - 20.893 20.893 - - 44.067 83 - 30.304 - 30.304 - - - 95.347 - 27.150 - 27.150 - - - - - - - - - - 27.150 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - With 6 7 day Up to 1 1-3 3-6 months - 1 year Prior Period Demand notification month months months 1 year and over Saving Deposits - - - - - - - Foreign Currency Deposits 34.133 - 102.507 - - - - Residents in Turkey 33.810 - 88.013 - - - - Residents Abroad 323 - 14.494 - - - - Public Sector Deposits - - - - - - - Commercial Deposits 56.695 - 35.371 - - - - Other Institutions Deposits 21.196 - 27 - - - - Precious Metal Deposits - - - - - - - Bank Deposits 84.906 - - - - - - The Central Bank of Turkey - - - - - - - Domestic Banks - - - - - - - Foreign Banks 84.906 - - - - - - Special Financial Institutions - - - - - - - Other - - - - - - - Total 196.930 - 137.905 - - - - Saving deposits covered by deposit insurance and total amount of deposits exceeding insurance coverage limit None (31 December 2011: None). Saving deposits at domestic branches of foreign banks in Turkey under the coverage of foreign insurance None (31 December 2011: None). Saving deposits out of the insurance coverage limits of Saving Deposit Insurance Fund None (31 December 2011: None). Total 78.665 50.284 28.381 187.678 20.591 143.806 30.425 113.381 430.740 Total 136.640 121.823 14.817 92.066 21.223 84.906 84.906 334.835 97 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 2.Information on derivative financial liabilities held for trading Negative differences on derivative financial liabilities held for trading Forward Transactions Swap Transactions Futures Transactions Options Other Total Current Period TL FC - 208 - 857 - - - - - - - 1.065 TL - - - - - - Prior Period FC 4.260 9.572 13.832 3. Information on funds borrowed 3.a Information on banks and other financial institutions Current Period TL FC TL Central Bank of Turkey - - - Domestic Banks and Institutions 880 - - Foreign Banks, Institutions and Funds - 235.182 - Total 880 235.182 - Prior Period FC 608.570 608.570 3.b Information on maturity structure of funds borrowed Current Period TL FC TL Short-term 880 235.182 - Medium and Long-term - - - Total 880 235.182 - Prior Period FC 608.570 608.570 3.c Additional information on the major concentration of the Bank’s liabilities The Bank funds its assets within the normal course of its banking business with bank deposits, funds borrowed and interbank money markets. 4.At least 20% of account of other liabilities on the balance sheet, exceeding 10% of the total liabilities excluding the off balance sheet items Account of other liabilities on the balance sheet does not exceeds 10% of total liabilities excluding the off balance sheet items. 5. Information on financial lease payables (Net) 5.1 General information on the criteria used for the lease instalment arrangements, renewal or buy options and restrictions in the agreements The maturity of the financial lease agreements are mostly 4 years. In lease agreements the interest rate and the Bank’s cash flow are important criteria. In lease agreements there are no articles that bear significant liabilities to the Bank. 5.2 Changes in the conditions of the agreements and new requirements for the Bank There are no changes in the conditions of the agreements of the Bank. 98 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 5.3 Information on financial lease payables Less than 1 Year 1-4 Years More than 4 Years Total Current Period Gross Net - - - - - - - - Prior Period Gross 17 - - 17 Net 17 17 5.4 Operational lease agreements The Bank’s operational leasing activities comprise of vehicles, photocopy machines and office buildings. 5.5 Information on sales and lease-back agreements In the current period there are no sales and lease-back agreements (31 December 2011: None). 6. Information on derivative financial liabilities held for risk management None (31 December 2011: None). 7. Information on provisions and subordinated loans 7.a Information on general provisions Current Perod General Provisions Loans and Receivables in Group I 4.469 - Additional Provision for Loans and Receivables 2.197 Loans and Receivables in Group II - - Additional Provision for Loans and Receivables with Extended Maturities - Non-cash Loans 1.118 Other 624 Total 8.408 Prior Period 6.061 2.103 776 8.940 7.b Information on provisions for foreign exchange differences on foreign currency indexed loans As of 31 December 2012, provision for the foreign exchange differences on foreign currency indexed loans is TL 415 (31 December 2011: TL 524) and this amount is netted with loans on the asset side of the financial statements. 7.c Provisions for non-cash loans that are not indemnified or converted into cash The Bank has specific provisions provided for unindemnified non cash loans amounting to TL 120 as of the reporting date (31 December 2011: TL 121). 7.d Reserve for employment benefits Information on reserve for employment termination benefits Current Perod Personnel Bonus Provision 12.884 Provision for Employee Termination Benefits 774 Unused Vacation Right Provision 1.593 Total 15.251 Prior Period 10.726 560 1.484 12.770 In accordance with the existing Turkish Labor Law, the Bank is required to make lump-sum termination indemnities to each employee whos has completed one year of service with the Bank and whose employment is terminated due to retirement or for reasons other than resignation or misconduct. The applicable ceiling amount as at 31 December 2012 is full TL 3.129 (31 December 2011: full TL 2.805). 99 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) Employee severance indemnities are not subject to legal funding requirements. The provision has been calculated by estimating the present value of the future probable obligation of the Bank arising from the retirement of employees. TAS 19 requires actuarial valuation methods to be developed to estimate the enterprise’s obligation under defined benefit plans. Accordingly, assumptions on discount rate, expected rate of salary increase and employee turnover rate is used in the calculation of the total liability. Each assumption is reviewed on an annual basis. The major acturial assumptions used in the calculation of the total liability are as follows: Current Perod Net discount rate %2,74 Rate of expected inflation increase %5,30 Turnover rate to estimate the probability of retirement %95,73 Prior Period %4,66 %5,10 %91,00 Movement of provision for employee termination benefits during the period is presented below: Current Perod Balance at the beginning of the period 560 Recognised during the period 475 Paid during the period (-) (72) Cancelled during period (189) Total 774 Prior Period 381 196 (11) (6) 560 7.e Information on other provisions 7.e.1 General reserves for possible losses None (31 December 2011: None). 7.e.2 Information on other provisions exceeding 10% of total provisions As of 31 December 2012, other provisions amounting to TL 15.143 (31 December 2011: TL 9.922) includes provisions amounting to TL 14.562 (31 December 2011: TL 9.228) that will be paid in accordance with the service agreement signed with Deutsche Bank Group. 8. Information on tax liability 8.a.1 Information on tax liability As of 31 December 2012, the Bank had a current tax liability of TL 3.535 (31 December 2011: None). 8.a.2 Information on taxes payable Current period Corporate Taxes Payable 3.535 Taxation on Securities Income 215 Tax on Real Estates Income - Banking Insurance Transaction tax (BITT) 1.719 Foreign Exchange Transactions tax - Value Added Tax Payable 1.510 Others(*) 872 Total 7.851 (*) Includes withholding income taxes amounting to TL 831 as of 31 December 2012 (31 December 2011: TL 862). Prior period 1.186 1.569 761 885 4.401 Deutsche Bank Annual Report 2012 100 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 8.a.3 Information on premium payables Current period Social Security Premiums-Employee 89 Social Security Premiums-Employer 94 Bank Pension Fund Premium-Employees - Bank Pension Fund Premium-Employer - Pension Fund Membership Fee and Provisions-Employee - Pension Fund Membership Fee and Provisions-Employer - Unemployment Insurance-Employee 6 Unemployment Insurance-Employer 12 Others - Total 201 Prior period 79 84 6 11 180 8.b Information on deferred tax liability The Bank has deferred tax liabilities amounting to TL 4.834 in the current period (31 December 2011: TL 5.139). Current period Prior period Accumulated Deferred Tax Accumulated Deferred Tax Temporary Receivable / Temporary Receivable / Differences (Payable) Differences (Payable) Impairment on Intangible Assets 59.823 11.965 59.823 11.965 Reserve for Employment Benefits 2.367 473 2.044 409 Provisions 5.333 1.067 5.823 1.165 Derivative Financial Liabilities 301 60 3.636 727 Other 283 56 1.165 233 Deferred Tax Assets 68.107 13.621 72.491 14.499 Differences Between Carrying Value and Tax Value of Tangible and Intangible Assets (92.277) (18.455) (98.189) (19.638) Deferred Tax Liabilities (92.277) (18.455) (98.189) (19.638) Deferred Tax Assets / (Liabilities), net (24.170) (4.834) (25.698) (5.139) 9.Information on liabilities related to assets held for sale and discontinued operations None (31 December 2011: None). 10.Explanations on the number of subordinated loans the group used, maturity, interest rate, institution that the loan was borrowed from, and conversion option, if any None (31 December 2011: None). 11. Information on shareholders’ equity 11.1 Presentation of paid-in capital Current period Common Stock 135.000 Preferred Stock - Total 135.000 Prior period 135.000 135.000 11.2 Paid-in capital amount, explanation as to whether the registered share capital system ceiling is applicable at bank, if so amount of registered share capital The Bank is not subject to registered share capital system. 101 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 11.3 Information on the share capital increases during the period and their sources None (31 December 2011: None). 11.4 Information on share capital increases from revaluation funds None (31 December 2011: None). 11.5 Capital commitments in the last fiscal year and at the end of the following interim period, the general purpose of these commitments and projected resources required to meet these commitments None (31 December 2011: None). 11.6 Information on privileges given to shares representing the capital None (31 December 2011: None). 11.7 Information on securities value increase fund None (31 December 2011: None). III. Explanations and Notes Related to Off-Balance Sheet Items 1. Information on off balance sheet liabilities 1.a The amount and type of irrevocable commitments Type of irrevocable commitments Current Period Loan Granting Commitments 537.140 Two Days Forward Buy/Sell Commitments 476.467 Payment Commitments for Checks 29 Tax and Fund Liabilities from Export Commitments 1 Total 1.013.637 Prior Period 654.328 1.225.985 1.880.313 1.b Possible losses and commitments resulted from off-balance sheet items including the following 1.b.1Non-cash loans including guarantees, bank acceptances, letters of guarantee substitute for financial guarantees and other letters of credit As of 31 December 2012, amount of letters of guarantee, letters of credit, import letter of acceptance and sureties are TL 237.120 (31 December 2011: TL 279.652), TL15.184 (31 December 2011: TL 75.998), TL 728 (31 December 2011: TL 1.210) and TL 58.829 (31 December 2011: TL 49.184), respectively. 1.b.2 Certain guarantees, tentative guarantees, sureties and similar transactions None except the items explained above in note 1.b.1. 1.c.1 Non-cash loans Non-Cash Loans against Cash Risks With Original Maturity up to 1 Year With Original Maturity of More Than 1 Year Other Non-Cash Loans Total Current Period Prior Period - - - 311.861 311.861 406.044 406.044 102 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 1.c.2 Sector risk concentration of non-cash loans TL Agriculture - Farming and Stockbreeding - Forestry - Fishery - Manufacturing 8.698 Mining - Production 2.160 Electricity, Gas, Water 6.538 Construction - Services 14.726 Wholesale and Retail Trade 11.286 Hotel, Food and Beverage Services - Transportation and Telecommunication3.409 Financial Institutions 31 Real Estate and Renting Services - “Self-Employment’’ Type Services - Educational Services - Health and Social Services - Other - Total 23.424 Current Period (%) FC - - - - - - - - 37 128.566 - - 9 128.566 28 - - 80.740 63 79.131 48 66.684 - - 15 2.480 - 9.967 - - - - - - - - - - 100 288.437 (%) - - - - 45 - 45 - 28 27 23 - 1 3 - - - - - 100 Prior Period (%) FC - - - - - - - - 74 216.391 - - 74 216.391 - - - 93.045 26 68.781 6 51.065 - - 20 2.318 - 14.254 - - - - - - - 1.144 - 3.649 100 381.866 TL 45 45 - - 17.747 - 17.727 20 - 6.350 1.365 - 4.954 31 - - - - 36 24.178 (%) 57 57 24 18 13 1 4 1 100 1.c.3 Non-cash loans classified under Group I and II Letters of Guarantee Bank Acceptances Letters of Credit Endorsements Underwriting Commitments Factoring Related Guarantees Other Commitments and Contingencies Total TL 22.696 728 - - - - - 23.424 Group I FC TL 214.424 - 15.184 - - - 58.829 288.437 - - - - - - - - Group II FC - 2. Information on financial derivative instruments Derivative Transactions per Their Purposes Trading Risk Management Current Period Prior Period Current Period Prior Period Derivatives Held for Trading Foreign Currency Related Derivative Transactions (I) 1.102.549 2.290.717 - Currency Forwards 321.532 462.104 - Currency Swaps 781.017 1.361.858 - Currency Futures - 466.755 - Currency Options - - - Interest Rate Related Derivative Transactions (II) - - - Interest Rate Forwards - - - Interest Rate Swaps - - - Interest Rate Futures - - - Interest Rate Options - - - Other Derivatives Held for Trading (III) - - - A. Total Derivatives Held for Trading (I+II+III) 1.102.549 2.290.717 - Derivatives Held for Risk Management Fair Value Hedge (1) - - - Cash Flow Hedge (2) - - - Net Foreign Investment Hedge - - - B. Total Derivatives Held for Risk Management - - - Total Derivative Transactions(A+B) 1.102.549 2.290.717 - - 103 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 3.Information on credit derivatives and risk exposures on credit derivatives None (31 December 2011: None). 4. Explanations on contingent liabilities and assets The Bank has various lawsuits which are unlikely to finalize against the Bank and therefore cash outflow is not expected to incur (31 December 2011: None). 5. Explanations on services provided on behalf of third parties The Bank provides purchase and sales of the financial instruments and custody services on behalf of the third parties. Financial instruments (nominal values) held on behalf of the individuals and corporates by the Bank are as follows: Current Period Government Bonds-TL 32.461.246 Private Sector Bonds 1.000.693 Warrants 1.182.728 Share Certificates-TL 6.642.063 Cheques in Portfolio-TL 16.111 Cheques in Portfolio-FC 4.835 Other Items Under Custody 17.826 Total 41.325.502 Prior Period 24.709.244 318.740 976.803 5.140.022 30.299 16.276 19.065 31.210.449 IV. Explanations and Notes Related to Income Statement 1. Information on interest income: 1.a Information on interest income on loans(*) Current Period TL FC Short-term Loans 17.093 11.505 Medium/Long-term Loans - - Loans Under Follow-up - - Premiums Received from Resource Utilisation Support Fund - - Total 17.093 11.505 (*) Priod Period TL FC 8.165 - - - 8.165 5.093 5.093 Includes also the fee and commission income on cash loans. 1.b Information on interest income on banks Current Period Priod Period TL FC TL FC Central Bank of Turkey - - 53 Domestic Banks 5.525 - 5.103 Foreign Banks 4.321 1 2.953 15 Foreign Head Offices and Branches - - - Total 9.846 1 8.109 15 Deutsche Bank Annual Report 2012 104 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 1.c Information on interest income on marketable securities Current Period Priod Period TL FC TL FC Financial Assets Held for Trading 227.955 - 129.960 Financial Assets At Fair Value Through Profit or Loss - - - Available-for-Sale Financial Assets - - - Held-to-Maturity Financial Assets - - - Total 227.955 129.960 1.dInformation on interest income received from associates and subsidiaries None (31 December 2011: None). 2. Information on interest expenses 2.a Information on interest expense on funds borrowed(*) Current Period Priod Period TL FC TL FC Banks 19 2.494 9.559 1.628 Central Bank of Turkey - - - Domestic Banks - - - Foreign Banks 19 2.494 9.559 1.628 Foreign Head Offices and Branches - - - Other Institutions - - - Total 19 2.494 9.559 1.628 (*) Includes also the fee and commission expense on funds borrowed. 2.b Information on interest expense paid to associates and subsidiaries None (31 December 2011: None). 2.c Interest expense on securities issued None (31 December 2011: None). 105 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 2.d Maturity structure of the interest expense on deposits Time Deposits Demand Up to 1 1-3 3-6 6-12 1 Year Deposits Month Months Months Months and Over TL Bank Deposits 241 949 - - - - Saving Deposits - - - - - - Public Sector Deposits - - - - - - Commercial Deposits 42 8.131 417 - - - Other Deposits - 206 84 - - - “7 Days Notice” Deposits - - - - - - Total 283 9.286 501 - - - FC Foreign Currency Deposits - 94 16 17 - - “7 Days Notice” Deposits - - - - - - Precious Metal Deposits - - - - - - Bank Deposits - 1.746 - - - - Total - 1.840 16 17 - - Grand Total 283 11.126 517 17 - - Total 1.190 8.590 290 10.070 127 1.746 1.873 11.943 3.Information on dividend income None (31 December 2011: None). 4. 4. Information on trading loss/income (Net) Current Period Income 1.929.843 Capital Market Transactions 29.756 1.148.232 Derivative Financial Transactions(*) Foreign Exchange Gains 751.855 Losses (-) 2.015.661 Capital Market Transactions 66.486 Derivative Financial Transactions(*) 1.202.183 Foreign Exchange Losses 746.992 Net Income/(Losses) (Net) (85.818) Prior Period 2.634.829 51.142 1.508.396 1.075.291 2.716.663 95.457 1.427.759 1.193.447 (81.834) Foreign exchange loss from derivative transactions is TL 5.338 (31 December 2011: loss amounting to TL 115.217). (*) 5. Information on other operating income As of 31 December 2012, the Bank’s other operating income is TL 7.511 (31 December 2011: TL 6.464). Current Period Service Income – FC 2.578 Service Income – TL 3.521 Other 1.412 Total 7.511 Prior Period 3.386 2.005 1.073 6.464 Deutsche Bank Annual Report 2012 106 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 6. Provisions for losses on loans and receivables Current Period Specific Provisions for Loans and Receivable - Loans and Receivables in Group III - Loans and Receivables in Group IV - Loans and Receivables in Group V - General Provisions - Provision for Possible Losses - Foreign Exchange Losses on Foreign Currency - Impairment Losses on Securities - Financial Assets at Fair Value through Profit or Loss 1.804 Available-for-sale Financial Assets - Other Impairment Losses - Associates - Subsidiaries - Joint Ventures - Held to Maturity Financial Securities - Other - Total 1.804 Prior Period 108 108 5.423 1.732 7.263 7. Information on other operational expenses Current Period Personnel Expenses 24.885 Reserve for Employee Termination Benefits 214 Bank Pension Fund Deficit Provisions - Impairment Losses on Tangible Assets - Depreciation Expenses of Tangible Assets 1.437 Impairment Losses on Intangible Assets - Impairment Losses on Goodwill - Amortization Expenses of Intangible Assets 7.911 Impairment Losses on Investments Accounted Under Equity Method - Impairment Losses on Assets to be Disposed - Depreciation Expenses of Assets to be Disposed - Impairment Losses on Assets Held for Sale - Other Operating Expenses 32.077 Operational Lease Related Expenses 2.787 Repair and Maintenance Expenses 396 Advertisement Expenses - Other Expenses(*) 28.894 Loss on Sale of Assets - Other - Other(**) 17.987 Total 84.511 Prior Period 22.559 179 1.888 7.734 22.006 2.417 273 19.316 14.835 69.201 The “Other operating expenses” includes communication expenses amounting to TL 5.712 (31 December 2011: TL 4.978), benefits and services obtained from third parties amounting to TL 2.283 (31 December 2011: TL 2.209), information and technology expenses amounting to TL 2.154 (31 December 2011: TL 1.425) and Deutsche Bank Group management service expenses amounting to TL 3.975 (31 December 2011: TL 2.095). (**) As of 31 December 2012 “Other” includes short term employee benefits amounting to TL 12.008 (31 December 2011: TL 9.838). (*) Deutsche Bank Annual Report 2012 107 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 8. Profit/loss before taxes from continuing and discontinued operations As of 31 December 2012 the Bank has a profit before tax amounting to TL 130.632 (31 December 2011: profit of TL 41.429). 9. Information on provision for taxes from continuing and discontinued operations 9.1Information on current tax income/ expense and deferred tax income/expense from continuing and discontinued operations As of 31 December 2012 the Bank has deferred tax income amounting to TL 305 (31 December 2011: TL 2.983 deferred tax expense) and current tax expense amounting to TL 26.830 (31 December 2011: TL 6.373). 9.2Deferred tax income or expense from temporary differences of continuing and discontinued operations The deferred tax income amounting to TL 305 for the year ended 31 December 2012 (31 December 2011: TL 2.983 deferred tax expense) is arising from timing differences resulting from the temporary differences between applied accounting policies and tax regulations. 9.3Deferred tax income/expense from the temporary differences, tax losses or tax exemptions of continuing and discontinued operations As of 31 December 2012, deferred tax income presented in the income statement includes the net amount remaining after netting of tax deductible timing differences and taxable timing differences. The Bank does not have prior years’ losses. 10. Information on net operating profit/loss after taxes of continuing operations and discontinued operations As of 31 December 2012, the Bank has profit after tax amounting to TL 104.107. 11. Information on net profit and loss for the period 11.1The nature and amount of certain income and expense items from ordinary operation is disclosed if the disclosure for nature, amount and repetition rate of such items is required for the complete understanding of the Bank’s performance for the period The main operations of the Bank are interbank money market transactions, marketable securities transactions, foreign currency transactions, custody services and providing collateralised non-cash loans. Therefore; net interest income, net trading income, net foreign exchange gain and fees and commission income from custody services are the most important captions of the Bank’s income statement. Current Period Priod Period Interest Income/(Expense), Net 250.149 158.691 Income/(Loss) from Capital Market Transactions, Net (36.730) (44.315) Gain/(Loss) from Derivative Financial Transactions, Net (53.951) 80.637 Foreign Exchange Gains/(Losses), Net 4.863 (118.156) Commissions from Custody Operations 18.500 17.319 Commissions from Non-cash Loans 1.668 1.114 Commissions from Intermediary Services 31.383 22.472 Other Commission Income 2.671 2.022 11.2 Effects of changes in accounting estimates on the current and following periods’ profit/loss There is no significant change in accounting estimates which would affect the current or following period. 108 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 12. Components of other items in income statement, as each sub-account exceeding 20% of the total separately, exceeding 10% of total income statement Other fee and commission income Current Period TL FC Commissions from Custody Operations 18.500 - Commissions from Intermediary Services - 31.383 Other Fee and Commissions 1.099 1.572 Total 19.599 32.955 Priod Period TL FC 17.319 - 1.048 18.367 22.472 974 23.446 Other fee and commission expense Current Period Priod Period TL FC TL FC Commissions due to Custody Operations 4.528 - 3.993 Commissions Paid to Intermediary Services - 3.115 - 2.160 Commissions Paid to Correspondent Banks - 697 - 1.001 Commissions due to Intermediary Services - - - 376 Other Fee and Commissions 313 464 - 825 Total 4.841 4.276 3.993 4.362 V. Explanations and Notes Related to Changes in Shareholders’ Equity 1.Information on increase due to revaluation of available for sale financial assets None (31 December 2011: None). 2. Information on increases due to cash flow hedges None (31 December 2011: None). 3. Reconciliation of foreign exchange differences at beginning and end of current period None (31 December 2011: None). 4. Information on decrease due to revaluation of available for sale financial assets None (31 December 2011: None). 5. Information on distribution of profit In accordance with the decision taken in Ordinary General Assembly, held on 28 March 2012, TL 30.469 is transferred into extraordinary reserves after allocating TL 1.604 of legal reserves from the net profit of 2011 amounting to TL 32.073. In accordance with the decision taken in Extra Ordinary General Assembly, held on 27 September 2012, and the permission of BRSA dated 20 March 2012, the Bank distributed dividend to it shareholders amounting to TL 6.414. VI. Explanations and Notes Related to Statement of Cash Flows 1.Information on other items and effect of exchange rate on cash and cash equivalents in Cash Flow Statement; The “others” account included in “operating profit before changes in operating assets and liabilities” are comprised of net trading gain/loss, impairment loss provision on loans and receivables and other operating income/loss. The “net increase/ (decrease) in other liabilities” account in “changes in operating assets and liabilities” is comprised of the changes in miscellaneous liabilities, other liabilities, provision expenses, lease payables and tax liabilities. The effect of change in foreign exchange rate on cash and cash equivalents as of 31 December 2012 is approximately decrease of TL 6.856 (31 December 2011: increase of TL 24.940). 109 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 2. Cash and cash equivalents at the beginning of the period Cash, cash in foreign currency, unrestricted deposits in Central Bank of Turkey, money in transit, cheques purchased, precious metals, money market operations as well as demand deposits and time deposits whose original maturities are up to 3 months are defined as cash and cash equivalents. 1 January 2012 1 January 2011 Cash 257 Cash Equivalents 291.268 2.411.138 Balances with Central Bank of Turkey 9.025 16.068 Banks’ Demand Deposits and Time Deposits Whose Original Maturities Up to 3 Months 112.243 55.070 Money Market Placements 170.000 2.340.000 Total 291.525 2.411.138 3. Cash and cash equivalents at the end of the period 31 December 2012 Cash 285 Cash Equivalents 140.193 Balances with Central Bank of Turkey 98.505 Banks’ Demand Deposits and Time Deposits Whose Original Maturities Up to 3 Months 41.688 Money Market Placements - Total 140.478 31 December 2011 257 291.268 9.025 112.243 170.000 291.525 4. Restricted cash and cash equivalents due to legal requirements or other reasons There are no cash and cash equivalents restricted for the usage of the Bank by legal limitations and other reasons (31 December 2011: None). There is no additional information that needs to be disclosed in addition to those disclosed in Note 1. VII. Explanations and Notes Related to Bank’s Risk Group 1.Transactions with the Bank’s risk group; lendings and deposits and other related party transactions outstanding at period end and income and expenses from such transactions incurred during the period 1.1 Current period Associates, Subsidiaries Direct and Indirect Other Components in and Joint Ventures Shareholders of the Bank Risk Group Bank’s Risk Group Cash Non-Cash Cash Non-Cash Cash Non-Cash Loans and Receivables Balance at the Beginning of the Period - - 45.946 172.542 1.902 Balance at the End of the Period - - 54.073 181.953 955 Funds Borrowed Balance at the Beginning of the Period - - 608.570 - - Balance at the End of the Period - - 235.170 - - Interest and Commission Income - - 33.804 213 - Interest and Commission Expense - - 4.475 - 2.018 - 110 Deutsche Bank Annual Report 2012 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 1.2 Prior Period Associates, Subsidiaries Direct and Indirect Other Components in and Joint Ventures Shareholders of the Bank Risk Group Bank’s Risk Group Cash Non-Cash Cash Non-Cash Cash Non-Cash Loans and Receivables Balance at the Beginning of the Period - - 27.789 163.370 1.636 Balance at the End of the Period - - 45.946 172.542 1.902 Funds Borrowed Balance at the Beginning of the Period - - 803.971 - - Balance at the End of the Period - - 608.570 - - Interest and Commission Income - - 26.979 2.387 - Interest and Commission Expense - - 12.296 - 1.517 - 1.3Information on deposits of the Bank’s risk group Associates, Subsidiaries and Joint Ventures Bank’s Risk Group Cash Non-Cash Direct and Indirect Shareholders of the Bank Cash Non-Cash Other Components in Risk Group Cash Non-Cash Deposits Balance at the Beginning of the Period - - 23.172 520.337 2.296 Balance at the End of the Period - - 96.701 23.172 31.796 Interest Expenses - - - 4 - 1.969 3.296 - 1.4 Information on forward and option agreements and other similar agreements with the Bank’s risk group Associates, Subsidiaries and Joint Ventures Bank’s Risk Group Cash Non-Cash Direct and Indirect Shareholders of the Bank Cash Non-Cash Other Components in Risk Group Cash Transactions at Fair Value Through Profit and Loss Beginning of the Period - - 3.000.528 2.370.380 - End of the Period - - 652.755 3.000.528 - Total Profit / Loss - - (30.655) 97.060 (114) Transactions for hedging purposes Beginning of the Period - - - - - End of the Period - - - - - Total Profit / Loss - - - - - Non-Cash (160) - 2. Information on the Bank’s risk group 2.1The relations with entities that are included in the Bank’s risk group and controlled by the Bank The Bank performs various transactions with the group companies as a part of the banking transactions in accordance with the ordinary bank-client relationship and market conditions within the limitations determined by the Banking Law. Deutsche Bank Annual Report 2012 111 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 2.2 The type of transaction, the amount and its ratio to total transaction volume, the amount of significant items and their ratios to total items, pricing policy and other issues Current Period Priod Period According to the According to the Amounts in the Amounts in the Financial Financial Amount Statements% Amount Statements% Banks 13.620 %33 23.392 %21 Loans and Receivables 41.408 %9 24.643 %5 Non-cash Loans 181.953 %58 172.542 %42 Deposits 128.497 %30 26.468 %8 Interest Income on Loans 2.592 %9 2.257 %17 Interest Expense on Deposits - - 4 Interest Expense on Funds Borrowed 2.401 %96 10.919 %98 Funds Borrowed 235.170 %100 608.570 %100 Fees and Commissions Received 31.425 %58 27.047 %63 Fees and Commissions Paid 2.074 %23 1.377 %16 Interest Expense on Money Market Placements 2.018 %6 1.517 %4 Other Operating Income 6.083 %81 5.261 %81 Other Operating Expense 7.931 %9 3.119 %5 Derivative Financial Instruments 652.755 %41 3.000.528 %87 Terms of transactions made with group companies are set in accordance with the market prices, if market prices do not exist cost plus method is used. Except for the situations requiring separate disclosure, there is not any account balance that is similar in nature and presented as an aggregate line. 2.3 Equity accounting None. 2.4 Information on transactions such as purchase-sale of immovable and other assets, purchase-sale of service, agent agreements, financial lease agreements, transfer of the information gained as a result of research and development, licence agreements, financing (including loans and cash or in kind capital), guarantees, collaterals and management contracts The Bank has no agreement signed for asset purchases/sales, service rendering, agencies, finance lease contracts, research and development and licences with the group companies as of 31 December 2012. The service agreement signed with Deutsche Bank AG includes the conditions of calculation of service fee and cost based on the annual defined rates and transfer of the calculated amount to the service-rendering bank’s account in cash, for intermediary services performed by Bank’s sales executives in the transactions of other group companies and intermediary services performed by sales executives of other group banks. In accordance with the agreement signed with Deutsche Bank AG, which is valid since January 2004, the Bank pays a service fee to Deutsche Bank AG in return for global and regional management, leadership and coordination activities provided to the Bank by the top management of Deutsche Bank AG. In accordance with the agreement signed with Bebek Varlık Yönetimi A.Ş., which is valid since January 2005, Bebek Varlık Yönetimi A.Ş. pays a service fee to the Bank in return for the operational services that is provided by the Bank. In accordance with the agreement signed with Deutsche Bank AG, which is valid since January 2005, Deutsche Bank AG pays a service fee to the Bank in return for the services related to financial sector cash management products. Deutsche Securities Menkul Değerler A.Ş. benefits from the Bank’s employees and similar services and hence pays in return for these services to the Bank in the framework of the signed agreement. Deutsche Bank Annual Report 2012 112 Deutsche Bank Anonim Şirketi Notes to Unconsolidated Financial Statements At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”)) 2.5 Information on benefits provided to top management Benefits paid to key management personnel in the current period amounting to TL 15.127 (31 December 2011: TL 13.106). VIII.Explanations and notes to the domestic, foreign, off-shore branches and foreign representatives of the Bank Bank has no domestic, foreign or off-shore branches. As of 31 December 2012, number of employees of the Bank is 105 (31 December 2011: 106). IX. Explanations and notes related to subsequent events 1.Significant events and matters arising subsequent to reporting date and their financial statement effects None. SECTION SIX I. O ther explatanations related to the Bank’s operations None. SECTION SEVEN EXPLANATIONS ON INDEPENDENT AUDITOR'S REPORT I.Explanations on the independent auditor’s report The Bank’s unconsolidated financial statements and footnotes to be disclosed to public as of 31 December 2012 are audited by Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers) and the unconsolidated financial statements present fairly, in all material respects, the financial position of the Bank as of 31 December 2012 and the result of its operations and cash flows for the year then ended. II. E xplanations and notes prepared by the independent auditor None Global Identity Deutsche Bank A.Ş. is a leading global investment bank with a strong and profitable private client franchise. Our Mission We compete to be the leading global provider of financial solutions for demanding clients creating exceptional value for our shareholders and people. A Passion to Perform We do business with a passion to perform. We pursue excellence, adopt a unique approach to produce innovative solutions and build long-term relationships. Our Values Deutsche Bank operates by five core values. Our values show how we bring our brand to life each and every day. Performance We are committed to a result-oriented culture. Trust We behave reliably, fairly and honestly. Teamwork We benefit from the diversity of our business and our people by working together to achieve success. Innovation We are constantly challenging conventional wisdom and developing new solutions to meet client requirements. Customer Focus We place customers at the center of our activities and they drive all that we do. www.deutschebank.com.tr Deutsche Bank A.Ş. Trade Registry Number: 244378 Eski Büyükdere Caddesi Tekfen Tower No: 209 K:17-18 4. Levent 34394 Istanbul / Turkey Tel: +90 212 317 0100 Fax: +90 212 317 0105
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