Deutsche Bank A.Ş. Annual Report 2012 · Financial Assessment and Risk Management Statutory Auditors’ Report - 35 Report of the Audit Committee - 35 Management Declaration - 37

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.

Message from the Chairman and the CEO - 02

01 - Introduction

History of Deutsche Bank A.Ş. - 07Financial Highlights - 07Amendments to the Articles of Association - 08Extraordinary General Meetings in 2012 - 08Shareholder Structure, Changes during the Year, Qualified Shares and Management Shares - 08Associates - 08Deutsche Bank A.Ş. within the Banking Industry - 09Research and Development - 09Operations in 2012 - 10

02 -Management and Corporate Governance

Board of Directors - 19Senior Management - 22Statutory Auditors - 24Committees - 24The Summary Board of Directors Report Presented to the General Assembly - 27Human Resources Applications - 28Related - Party Transactions- 28Outsourced Services - 29Corporate Social Responsibility - 30

03 -Financial Assessment and Risk Management

Statutory Auditors’ Report - 35Report of the Audit Committee - 35Management Declaration - 37Audits - 38Other Information Regarding Corporate Actions - 38Financial Assessment - 39Monitoring Targets - 39Risk Management Policies - 39Credit Ratings - 41Summary of Five - Year Financial Highlights - 42Annual Report Compliance Opinion - 43

04 -Independent Auditors’ Report, Financial Statements and Disclosures

Independent Auditors’ Report - 46Unconsolidated Financial Report - 47Financial Statements and Disclosures - 50

Contents

Deutsche Bank Annual Report 2012

02Message from the Chairman and the CEO

Message from the Chairman and the CEO

Peter Tils Ersin AkyüzChairman of the Board of Directors 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.


03Message from the Chairman and the CEO

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.


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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.



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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 AkyüzCEO

01 Introduction

History of Deutsche Bank A.Ş. - 07Financial Highlights - 07Amendments to the Articles of Association - 08Extraordinary General Meetings in 2012 - 08Shareholder Structure, Changes during the Year, Qualified Shares and Management Shares - 08Associates - 08Deutsche Bank A.Ş. within the Banking Industry - 09Research and Development - 09Operations in 2012 - 10

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70701 - IntroductionHistory of Deutsche Bank A.Ş.Financial Highlights

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) 2012

Cash and Balances with the Central Bank 162,344Trading Securities 619,102 Loans and Receivables 381,905Total Assets 1,296,966 Deposits 430,740Shareholders’ Equity 514,881 Interest Income 301,467Operating Profit 130,632

Financial Ratios (%) 2012

Capital Adequacy Ratio 49.36Shareholders’ Equity/Assets 39.70

Off-Balance Sheet Items (TL 000) 2012

Guarantees and Warranties 311,861Commitments 1,987,039Derivative Financial Instruments 1,102,549Items Held in Custody 41,325,502


0801 - IntroductionAmendments to the Articles of Association, Extraordinary General Meetings in 2012, Shareholder Structure, Changes during the Year, Qualified Shares and Management Shares, Associates

Amendments to the Articles of AssociationNo 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 re-appointed 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.

AssociatesThe Bank does not have any associates, either directly or indirectly.

01.01.2012 - 31.12.2012Shareholder Number of Shares Shares Capital (TL) Share (%)Deutsche Bank AG 1,349,999,730 134,999,973 99,99Süddeutsche Vermögensverwaltung GmbH 68 6,8 <1DB Industrial Holdings GmbH 68 6,8 <1Nordwestdeutscher Wohnungsbauträger GmbH 67 6,7 <1DB Capital Markets (Deutschland) GmbH 67 6,7 <1Total 1,350,000,000 135,000,000 100


0901 - IntroductionDeutsche Bank A.Ş. within the Banking IndustryResearch and Development

Deutsche Bank A.Ş. within the Banking IndustryOperating 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 DevelopmentAfter 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.


1001 - IntroductionOperations in 2012

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 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 BankAnnual Report 2012

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


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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.



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Investment Banking Coverage & Advisory: The unit is divided into two groups; Non-Financial Corporates Coverage and Financial Institutions.

- Non-Financial Corporates CoverageThe 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; Non-Financial Corporates, Financial Institutions and Corporate Banking, providing services to corporations and FI’s.

- Non-Financial CorporatesThe 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 InstitutionsThe 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.


14Deutsche Bank Annual Report 2012


- Corporate BankingThe Corporate Banking aims to provide services in line with the priorities andrequirements 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.

15Deutsche Bank Annual Report 2012


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.

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


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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.


17Deutsche BankAnnual Report 2012


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 - 19Senior Management - 22Statutory Auditors - 24Committees - 24The Summary Board of Directors Report Presented to the General Assembly - 27Human Resources Applications - 28Related - Party Transactions - 28Outsourced Services - 29Corporate Social Responsibility - 30


1902 - Management and Corporate GovernanceBoard of Directors

Board of Directors

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Board of Directors


Peter Johannes Maria TilsChairman of the Board of Directors,Chief Executive Officer of Central and Eastern Europe RegionBorn 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.

Ersin AkyüzExecutive Board Member, CEOBorn 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.

Ahmet ArınçExecutive Board Member, Deutsche Bank AG, London Markets Trading, Managing DirectorBorn 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.

Kaya DidmanVice Chairman of the Board of Directors, Chairman of Audit CommitteeBorn 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.

Hamit Sedat EratalarBoard Member Responsible from Internal SystemsBorn 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.

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21Deutsche BankAnnual Report 2012

Marco KistnerMember of the Board of DirectorsBorn 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.

Satvinder SinghMember of the Board of DirectorsBorn 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.

Miklos KormosMember of the Board of DirectorsBorn 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.

Özge KutayMember of the Board of Directors responsible from Financial ReportingChief Operating OfficerBorn 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.

Paul Antony GeradineMember of the Board of Directors, Member of the Audit CommitteeBorn 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.

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2202 - Management and Corporate Governance Senior Management

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.


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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.

02 - Management and Corporate Governance Senior Management


2402 - Management and Corporate Governance Statutory AuditorsCommittees

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 CommitteeKaya Didman, ChairmanPaul 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, ChairmanÖzge Kutay, MemberCenk Esener, MemberHakan Ulutaş, MemberJoachim Bartsch, MemberS. Mert Haracçı, MemberCenk 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 risk-bearing 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, MemberS. Mert Haracçı, Member Hakan Ulutaş, Member Cenk Esener, Member Pınar Çapanoğlu Altuğ, MemberH. Sedat Eratalar, MemberMustafa 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.


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Operations CommitteeÖzge Kutay, ChairmanAli Doğrusöz, MemberMustafa Kemal Şahin, MemberÖ. Yekta Bahadıroğlu, MemberG. Duygu Özcan, MemberAyşe Betül Göksal, MemberGünce Çakır İldun, MemberCenk Ertunç Ulak, MemberNesrin 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 CommitteeErsin Akyüz, ChairmanÖzge Kutay, MemberAyşe Betül Göksal, MemberAli Doğrusöz, MemberS. Mert Haracçı, MemberHakan Ulutaş, MemberCenk 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 CommitteeErsin Akyüz, ChairmanAhmet Arınç, MemberH. Sedat Eratalar, MemberÖzge Kutay, MemberM. Kemal Şahin, MemberSancar Tomruk, MemberHakan Ulutaş, MemberCenk Esener, MemberGünce 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.

02 - Management and Corporate Governance Committees


2602 - Management and Corporate Governance Committees

Credit CommitteeErsin Akyüz, ChairmanH. Sedat Eratalar, MemberÖzge 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 MeetingsRisk 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 BankPursuant 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 ExecutivesIn 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.


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The Summary Board of Directors Report Presented to the General AssemblyAs 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 PolicyThe 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.

02 - Management and Corporate Governance The Summary Board of Directors Report Presented to the General Assembly


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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 TransactionsWithin 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.

02 - Management and Corporate Governance Human Resources ApplicationsRelated - Party Transactions


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Outsourcing Business Lines of Explanation ofCompanies Outsourced Services the ServiceSecurverdi Güvenlik Security Security services in the office, Hizmetleri A.Ş. building and their extensions, transportation of cash and securitiesAkbasım Matbaacılık ve Operations The secure and timely printing ofTicaret Ltd. Şti. check books in accordance with legal requirements as to formJCI Correspondence Correspondence ServicesBİS Çözüm Bigisayar ve Information Systems Main Banking SystemEntegrasyon Hiz. ve Tic. A.Ş. Global Bilişim Bilgisayar Yazılım Information Systems Technical support and maintenance-Danışmanlık San. ve Tic. Ltd. Şti. EFT/EMKT web interface development and maintenanceDataassist Bilgi Teknolojileri A.Ş. Human Resources Payroll ServicesManpower İnsan Kaynakları Ltd. Şti. Human Resources Human Resources ServicesDeutsche Bank AG Information Systems Technical support and maintenance- SMARAGD- suspicious activitiesDeutsche Bank AG Information Systems Technical support and maintenance Message Broker-Swift interfaceDeutsche Bank AG Information Systems Technical support and maintenance - Support services regarding send/receive procedures of MNT - Swift MessagesBT Bilişim Hizmetleri A.Ş. Information Systems Location supply and all infrastructure services for Disaster Recovery SiteDeutsche Bank AG Operations Operational support services within the context of Hotscan - Embargo filtering practicesDeutsche 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 AccountsDeutsche Bank AG Information Systems Technical support and maintenance - Active Directory - ID ManagementDeutsche Bank AG Information Systems Technical support and maintenance - Network SupportDeutsche Bank AG South African Branch, Information Systems Technical support and maintenance - Securities (Pty) Ltd, Auto hedgerDeutsche Securities SA (Pty) Ltd. Deutsche Bank AG Information Systems Technical support and maintenance - DAPPlatin S.M.M.M. Ltd. Şti. Operational Proceedings Data entry and filing services

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.

02 - Management and Corporate Governance Outsourced Services


3002 - Management and Corporate Governance Corporate Social Responsibility

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.

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 ProjectIn 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.





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 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 - 35Report of the Audit Committee - 35Management Declaration - 37Audits - 38Other Information Regarding Corporate Actions - 38Financial Assessment - 39Monitoring Targets - 39Risk Management Policies - 39Credit Ratings - 41Summary of Five - Year Financial Highlights - 42Annual Report Compliance Opinion - 43

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3503 - Financial Assessment and Risk ManagementStatutory Auditors’ ReportReport of the Audit Committee

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 CommitteeThe 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.


3603 - Financial Assessment and Risk ManagementReport of the Audit Committee

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 CommitteeKaya Didman, Chairman


3703 - Financial Assessment and Risk ManagementManagement Declaration

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,


3803 - Financial Assessment and Risk ManagementManagement DeclarationAuditsOther Information Regarding Corporate Actions

• 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 ActionsNo 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.


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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 TargetsThe 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 marketablefinancial 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.

03 - Financial Assessment and Risk ManagementFinancial AssessmentMonitoring TargetsRisk Management Policies


4003 - Financial Assessment and Risk ManagementRisk Management Policies

With the exception of banks and institutions with established limits, foreign currency transactions with banks and institutions are carried out on a “cash-against-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 PoliciesForeign 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 ManagementThe 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 RiskMarket 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 RiskIn 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.


4103 - Financial Assessment and Risk ManagementRisk Management PoliciesCredit Ratings

Operational RiskOperational 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 AuditInternal 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 RatingsDeutsche 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 Long - term Individual Rating Rating Outlook RatingStandard & Poor’s A - 1 A + Negative A -Moody’s Investors Service P - 1 A 2 Stable baa2Fitch Ratings F1 + A + Stable A


4203 - Financial Assessment and Risk ManagementSummary of Five - Year Financial Highlights

Assets (TL 000) 2012 2011 2010 2009 2008Cash and Balances with the Central Bank 162,344 132,773 27,035 27,340 33,190Trading Securities (Net) 618,241 1,195,014 348,652 1,103,873 245,863Derivative Financial Assets Held-for-Trading 861 11,063 10,745 4,773 5,755Banks and Other Financial Institutions 41,691 112,268 55,077 69,350 54,693Receivables from Money Markets - 170,100 2,344,327 469,085 50,021Investment Securities Available-for-Sale (Net) - - - - -Loans and Receivables 381,905 531,975 168,584 68,878 137,141Unconsolidated Subsidiaries (Net) - - - - -Tangible Assets (Net) 3,442 2,532 3,617 4,769 7,950Intangible Assets (Net) 34,151 39,429 45,646 114,085 128,485Tax Assets - 4,070 1,254 531 -Other Assets 54,331 42,796 46,331 47,585 20,524Total Assets 1,296,966 2,242,020 3,051,268 1,910,269 683,622

Liabilities (TL 000) 2012 2011 2010 2009 2008Deposits 430,740 334,835 1,790,087 569,255 277,379Derivative Financial Liabilities Held-for-Trading 1,065 13,832 13,020 2,594 6,260Payables to Money Markets 59,753 816,753 19,783 22,341 33,287Funds Borrowed 236,062 608,570 803,971 865,264 -Securities Issued (Net) - - - - -Funds - - - - -Miscellaneous Payables 2,252 3,591 7,353 2,958 1,842Other External Resources Payable 525 5,882 193 14 17Factoring Payables - - - - -Lease Payables (Net) - 17 283 984 1,704Provisions and Tax Liability 51,688 41,352 31,463 34,563 26,755Subordinated Loans - - - - -Shareholders’ Equity 514,881 417,188 385,115 412,296 336,428Total Liabilities 1,296,966 2,242,020 3,051,268 1,910,269 683,622

Income Statement (TL 000) 2012 2011 2010 2009 2008Interest Income 301,467 214,384 103,482 54,860 98,632Interest Expense 51,318 55,693 30,727 38,590 79,694Net Interest Income/(Expense) 250,149 158,691 72,755 16,270 18,938Net Fees and Commissions Income/(Expense) 45,105 34,572 21,851 40,805 22,194Net Trading Income/(Loss) (85,818) (81,834) 22,188 150,281 60,011Other Operating Income 7,511 6,464 6,966 6,298 4,425Total Operating Profit 216,947 117,893 123,760 213,654 105,568Provision for Losses on Loans or Other Receivables (-) 1,804 7,263 970 2,354 280Other Operating Expenses (-) 84,511 69,201 128,071 76,943 62,471Net Operating Profit/(Loss) 130,632 41,429 (5,281) 134,357 42,817Gain/(Loss) on Net Monetary Position - - - - -Profit/(Loss) Before Taxes 130,632 41,429 (5,281) 134,357 42,817Provision for Taxes (-) 26,525 9,356 760 28,653 8,968Net Operating Profit/(Loss) after Taxes 104,107 32,073 (6,041) 105,704 33,849Extraordinary Profit/(Loss) After Taxes - - - - -Net Profit/(Loss) 104,107 32,073 (6,041) 105,704 33,849 Debt / Equity Ratio (%) 141.86 427.50 684.13 354.94 95.25

Summary of Five - Year Financial Highlights


4303 - Financial Assessment and Risk ManagementAnnual Report Compliance Opinion

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 veSerbest Muhasebeci Mali Müşavirlik A.Ş. a member ofPricewaterhouseCoopers

Zeynep Uras, SMMMPartner

Istanbul, 8 March 2013

Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopersBJK Plaza; Süleyman Seba Caddesi No: 48 B Blok Kat 9 Akaretler Beşiktaş 34357 İstanbul – Turkeywww.pwc.com.tr Telephone: +90 (212) 326 6060 Facsimile: +90 (212) 326 6050

04 Independent Auditors’ Report, Financial Statements and Disclosures

Independent Auditors’ Report - 46Unconsolidated Financial Report - 47Financial Statements and Disclosures - 50

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DEUTSCHE BANK ANONİM ŞİRKETİ

PUBLICLY ANNOUNCED UNCONSOLIDATED FINANCIAL STATEMENTS TOGETHER WITH INDEPENDENT AUDITOR’S REPORT AT 31 DECEMBER 2012


46

CONVENIENCE TRANSLATION OFTHE INDEPENDENT AUDITOR’S REPORTORIGINALLY 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 veSerbest Muhasebeci Mali Müşavirlik A.Ş. a member ofPricewaterhouseCoopers

Zeynep Uras, SMMMPartner

Istanbul, 8 March 2013

Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopersBJK Plaza; Süleyman Seba Caddesi No: 48 B Blok Kat 9 Akaretler Beşiktaş 34357 İstanbul – Turkeywww.pwc.com.tr Telephone: +90 (212) 326 6060 Facsimile: +90 (212) 326 6050


47

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 : [email protected]

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 BANK2. UNCONSOLIDATED FINANCIAL STATEMENTS3. EXPLANATIONS ON ACCOUNTING POLICIES4. INFORMATION RELATED TO FINANCIAL POSITION OF THE BANK5. EXPLANATIONS AND NOTES RELATED TO UNCONSOLIDATED FINANCIAL STATEMENTS6. OTHER EXPLANATIONS AND NOTES7. 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 Kaya Didman Paul Antony GeradineChairman og Board of Directors Chairman of Audit Committee Member of Audit Committee

Ersin Akyüz Özge Kutay Nesrin AkyüzGeneral Manager Board Member Responsible Finance Manager from Financial Reporting

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

SECTION ONE

General Information About The Bank Page

I. History of the Bank including its incorporation date, initial legal status, amendments to legal status 50II. 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 50III. 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 51-52IV. Information on the Bank’s qualified shareholders 52V. Summary information on the Bank’s activities and services 53

SECTION TWO

Unconsolidated Financial Statements

I. Balance sheet 54-55II. Off-balance sheet items 56III. Income statement 57IV. Statement of Income /Expense items accounted under shareholders’ equity 58V. Statement of changes in equity 59-60VI. Statement of cash flows 61VII. Statement of profit distribution 62

SECTION THREE

Explanations On Accounting Policies

I. Explanations and notes basis of presentation 63II. Explanations on strategy of using financial instruments and foreign currency transactions 63III. Informations related to investments in associates and subsidiaries 63IV. Explanations on forward, options and derivative transactions 64V. Explanations on interest income and expenses 64VI. Explanations on fee and commission income and expense 64VII. Explanations on financial assets 64-65VIII. Explanations on impairment of financial assets 65IX. Explanations on offsetting financial assets 65X. Explanations on sales and repurchase agreements and securities lending transactions 66XI. Explanations on assets held for resale and discontinued operations 66XII. Explanations on goodwill and other intangible assets 66XIII. Explanations on property and equipment 67XIV. Explanations on leasing transactions 67XV. Explanations on provisions and contingent commitments 67XVI. Explanations on contingent assets 68XVII. Explanations on obligations related to employee rights 68XVIII. Explanations on taxation 68-69XIX. Explanations on borrowings 69XX. Explanations on issuance of share certificates 69XXI. Explanations on avalized drafts and acceptances 69XXII. Explanations on government grants 69XXIII. Explanations on profit reserves and profit distribution 69XXIV. Explanations on earnings per share 70


49

XXV. Explanations on related parties 70XXVI. Explanations on cash and cash equivalents 70XXVII. Explanations on segment reporting 70XXVIII. Reclassifications 70

SECTION FOUR

Information Related to Financial Position of The Bank

I. Explanations on capital adequacy ratio 70-73II. Explanations on credit risk 73-77III. Explanations on market risk 77-78IV. Explanations on operational risk 79V. Explanations on currency risk 79-80VI. Explanations on interest rate risk 81-83VII. Explanations on liquidity risk 83-87VIII. Explanation regarding the presentation of financial assets and liabilities at their fair values 87-88IX. Explanation regarding the activities carried out on behalf and account of other parties 88X. Explanations on operating segments 88

SECTION FIVE

Explanations and Notes Related to Unconsolidated Financial Statements

I. Explanations and notes related to assets 89-96II. Explanations and notes related to liabilities 96-101III. Explanations and notes related to off-balance sheet accounts 101-103IV. Explanations and notes related to income statement 103-108V. Explanations and notes related to changes in shareholders’ equity 108VI. Explanations and notes related to statement of cash flows 108-109VII. Explanations and notes related to Bank’s risk group 109-112VIII. Explanations and notes related to domestic, foreign off-shore branches and foreign representatives of the Bank 112IX. Subsequent events 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. Explanations on independent auditor’s report 112II. Explanations and notes prepared by independent auditor 112


50

SECTION ONE

General Information About The Bank

I. History 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.

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”))


51

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52

Changes occured for the period ended 31 December 2012:

Title Current Year Departures Current Year Appointments 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 Peter Johannes Maria Tils Board Member Satvinger SinghBoard Member Miklos KormosBoard Member Marco KistnerBoard Member Özge KutayBoard Member Paul Antony GeradineMember of Audit Committee H. Sedat EratalarAssistant General Manager Cenk EsenerAssistant General Manager Hakan UlutaşAssistant General Manager 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 UnpaidName Surname / Commercial Title Amounts Ratios Shares Shares Deutsche Bank AG 134.999 99,99 134.999 -Other 1 0,01 1 - Total 135.000 100 135.000 -

Deutsche Bank Anonim ŞirketiNotes to Unconsolidated Financial Statements At 31 December 2012(Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”))


53


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

SECTION TWO

Unconsolidated Financial Statements

I. BALANCE SHEET (STATEMENT OF FINANCIAL POSITION)

Current period Prior period 31 December 2012 31 December 2011ASSETS Note (5 - I) TL FC Total TL FC Total

I. CASH AND BALANCES (1) 42.933 119.411 162.344 704 132.069 132.773 WITH THE CENTRAL BANKII. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT/LOSS (Net) (2) 618.241 861 619.102 1.195.014 11.063 1.206.0772.1 Trading securities 618.241 861 619.102 1.195.014 11.063 1.206.0772.1.1 Government debt securities 618.241 - 618.241 1.195.014 - 1.195.0142.1.2 Share certificates - - - - - -2.1.3 Trading derivative instruments - 861 861 - 11.063 11.0632.1.4 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 65.246 112.268IV. MONEY MARKET PLACEMENTS - - - 170.100 - 170.1004.1 Interbank money market placements - - - - - -4.2 Istanbul Stock Exchange money market placements - - - - - -4.3 Receivables from reverse repurchase agreements - - - 170.100 - 170.100V. 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) 263.507 118.398 381.905 182.471 349.504 531.9756.1 Loans 263.507 118.398 381.905 182.471 349.504 531.9756.1.1 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 - 2.532XV. INTANGIBLE ASSETS (Net) (13) 34.151 - 34.151 39.429 - 39.42915.1 Goodwill - - - - - -15.2 Other intangibles 34.151 - 34.151 39.429 - 39.429XVI. 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

Deutsche Bank Anonim ŞirketiUnconsolidated Balance Sheet (Statement of Financial Position) At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”))

The notes between page 13 and 81 are an integral part of these financial statements.


55

I. BALANCE SHEET (STATEMENT OF FINANCIAL POSITION) (continued)

Current period Prior period 31 December 2012 31 December 2011LIABILITIES NOTE (5 - II) TL FC Total TL FC Total

I. DEPOSITS (1) 321.647 109.093 430.740 198.195 136.640 334.8351.1 The Bank's risk group's deposits 128.468 29 128.497 26.455 13 26.4681.2 OTHERS 193.179 109.064 302.243 171.740 136.627 308.367II. DERIVATIVE FINANCIAL LIABILITIES HELD FOR TRADING (2) - 1.065 1.065 - 13.832 13.832III. FUNDS BORROWED (3) 880 235.182 236.062 - 608.570 608.570IV. INTERBANK MONEY MARKET 59.753 - 59.753 816.753 - 816.7534.1 Interbank money market funds - - - - - -4.2 Istanbul Stock Exchange money market funds - - - - - -4.3 Obligations under repurchase agreements 59.753 - 59.753 816.753 - 816.753V. 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 3.591VIII. OTHER EXTERNAL RESOURCES PAYABLE (4) 284 241 525 1.669 4.213 5.882IX. FACTORING PAYABLES - - - - - -X. LEASE PAYABLES (Net) (5) - - - - 17 1710.1 Finance lease payables - - - - 17 1710.2 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 - 8.94012.2 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 - 135.00016.2 Capital reserves 31.866 - 31.866 31.866 - 31.86616.2.1 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 - 31.86616.3 Profit reserves 243.908 - 243.908 218.249 - 218.24916.3.1 Legal reserves 44.138 - 44.138 42.534 - 42.53416.3.2 Status reserves - - - - - -16.3.3 Extraordinary reserves 199.770 - 199.770 175.715 - 175.71516.3.4 Other profit reserves - - - - - -16.4 Profit or loss 104.107 - 104.107 32.073 - 32.07316.4.1 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

Deutsche Bank Anonim ŞirketiUnconsolidated Balance Sheet (Statement of Financial Position)At 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”))



56

Deutsche Bank Anonim ŞirketiUnconsolidated Off-balance Sheet CommitmentsAt 31 December 2012 (Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”))

II. OFF-BALANCE SHEET ITEMS

Current period Prior period 31 December 2012 31 December 2011OFF-BALANCE SHEET Note (5 - III) TL FC Total TL FC Total

A. OFF-BALANCE SHEET COMMITTMENTS (I+II+III) 1.231.739 2.169.710 3.401.449 2.352.118 2.854.079 5.206.197I. GUARANTIES AND WARRANTIES (1) 23.424 288.437 311.861 24.178 381.866 406.0441.1 Letters of guarantee 22.696 214.424 237.120 22.968 256.684 279.6521.1.1 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 22.968 256.684 279.6521.2 Bank acceptances 728 - 728 1.210 - 1.2101.2.1 Import letter of acceptance 728 - 728 1.210 - 1.2101.2.2 Other bank acceptances - - - - - -1.3 Letters of credit - 15.184 15.184 - 75.998 75.9981.3.1 Documentary letters of credit - 15.184 15.184 - 75.998 75.9981.3.2 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 49.184II. COMMITMENTS (1) 837.938 1.149.101 1.987.039 1.367.356 1.142.080 2.509.4362.1 Irrevocable commitments 750.667 382.185 1.132.852 1.253.435 626.878 1.880.3132.1.1 Asset purchase commitments 213.497 262.970 476.467 599.107 626.878 1.225.9852.1.2 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 - 654.3282.1.5 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 87.271 766.916 854.187 113.921 515.202 629.1232.2.1 Revocable loan granting commitments 87.271 766.916 854.187 113.921 515.202 629.1232.2.2 Other revocable commitments - - - - - -III. DERIVATIVE FINANCIAL INSTRUMENTS (2) 370.377 732.172 1.102.549 960.584 1.330.133 2.290.7173.1 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 2.290.7173.2.1 Forward foreign currency purchases/sales 126.537 194.995 321.532 232.188 229.916 462.1043.2.1.1 Forward foreign currency purchases 81.385 79.391 160.776 126.668 102.977 229.6453.2.1.2 orward foreign currency sales 45.152 115.604 160.756 105.520 126.939 232.4593.2.2 Currency and interest rate swaps 243.840 537.177 781.017 542.131 819.727 1.361.8583.2.2.1 Currency swaps-purchases 116.014 274.401 390.415 195.202 486.143 681.3453.2.2.2 Currency swaps-sales 127.826 262.776 390.602 346.929 333.584 680.5133.2.2.3 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 - - - 186.265 280.490 466.7553.2.4.1 Currency futures-purchases - - - 74.229 158.956 233.1853.2.4.2 Currency futures-sales - - - 112.036 121.534 233.5703.2.5 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 31.210.449IV. ITEMS HELD IN CUSTODY (5) 41.302.841 22.661 41.325.502 31.175.108 35.341 31.210.4494.1 Customers' securities held 34.644.667 - 34.644.667 25.686.047 - 25.686.0474.2 Investment securities held in custody 6.642.063 - 6.642.063 5.458.762 - 5.458.7624.3 Checks received for collection 16.111 4.835 20.946 30.299 16.276 46.5754.4 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 19.0654.8 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 36.416.646



57

Deutsche Bank Anonim ŞirketiUnconsolidated 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) 301.467 214.3841.1 Interest income from loans 28.598 13.2581.2 Interest income from reserve deposits - -1.3 Interest income from banks 9.847 8.1241.4 Interest income from money market transactions 34.670 62.7121.5 Interest income from securities portfolio 227.955 129.9601.5.1 Trading financial assets 227.955 129.9601.5.2 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 330II. INTEREST EXPENSE (2) 51.318 55.6932.1 Interest on deposits 11.943 8.8332.2 Interest on funds borrowed 2.513 11.1872.3 Interest on money market transactions 36.825 35.6562.4 Interest on securities issued - -2.5 Other interest expenses 37 17III. NET INTEREST INCOME / EXPENSE (I - II) 250.149 158.691IV. NET FEES AND COMMISSIONS INCOME / EXPENSE 45.105 34.572 4.1 Fees and commissions received 54.222 42.9274.1.1 Non-cash loans 1.668 1.1144.1.2 Others 52.554 41.8134.2 Fees and commissions paid 9.117 8.3554.2.1 Non-cash loans - -4.2.2 Others 9.117 8.355V. DIVIDEND INCOME (3) - -VI. NET TRADING INCOME/LOSSES (Net) (4) (85.818) (81.834)6.1 Trading account income/losses (36.730) (44.315)6.2 Income/losses from derivative financial instruments (53.951) 80.6376.3 Foreign exchange gains/losses 4.863 (118.156)VII. OTHER OPERATING INCOME (5) 7.511 6.464VIII. TOTAL OPERATING PROFIT (III+IV+V+VI+VII) 216.947 117.893IX. PROVISION FOR LOSSES ON LOANS AND RECEIVABLES (-) (6) 1.804 7.263X. OTHER OPERATING EXPENSES (-) (7) 84.511 69.201XI. NET OPERATING PROFIT/LOSS (VIII-IX-X) 130.632 41.429XII. 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 41.429XVI. PROVISION FOR TAXES (9) 26.525 9.35616.1 Current tax charge 26.830 6.37316.2 Deferred tax charge/(credit) (305) 2.983 XVII. NET OPERATING PROFIT/LOSS AFTER TAXES (XV-XVI) (10) 104.107 32.073XVIII. 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 32.073 Earnings Per Share (TL Full) 0,077116 0,02376



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61

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) 4.8561.2.6 Net increase (decrease) in bank deposits 58.900 (1.454.089)1.2.7 Net increase (decrease) in other deposits 37.002 796.9701.2.8 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

Deutsche Bank Anonim ŞirketiUnconsolidated 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”))



62

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 41.4291.2 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 - -1.2.3 Other taxes and duties (**) 305 (2.983) 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 (-) - 6.4141.6.1 To owners of ordinary shares - 6.4141.6.2 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 - 24.0551.13 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 0,0243.2 TO OWNERS OF ORDINARY SHARES (%) 7,7 2,43.3 TO OWNERS OF PRIVILAGED SHARES - -3.4 TO OWNERS OF PRIVILAGED SHARES (%) - - IV. DIVIDEND PER SHARE 4.1 TO OWNERS OF ORDINARY SHARES - 0,0054.2 TO OWNERS OF ORDINARY SHARES (%) - 0,54.3 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.

Deutsche Bank Anonim ŞirketiStatement of Profit Distribution for the Years Ended31 December 2012 and 2011(Unless otherwise stated amounts are expressed in thousands of Turkish Lira (“TL”))



63

SECTION THREE

EXPLANATIONS ON ACCOUNTING POLICIES

I. Basis of presentation

1.a Disclosures 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.



64


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.


65

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.



66

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

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 5 yearsOffice Machinery 3 - 5 yearsFurnitures 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.



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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 taxMany 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 taxAccording 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.



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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 pricingThe 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 paid-in 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.



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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 32.073Weighted Average Number of Issued Ordinary Shares 1.350.000 1.350.000Total 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.



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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% 200%Weighted Credit RiskRisk classifications:Conditional and unconditional exposures to central governmentsor central banks 205.503 - - - - - - -Conditional and unconditionalexposures to regionalgovernments or local authorities - - - - - - - -Conditional and unconditional exposures to administrative bodiesand 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 Current period Capital to be employed for credit risk (Amount subject to credit risk * 0,08) (I) 49.175Capital to be employed for market risk (II) 7.284Capital to be employed for operational risk (III) 22.767Shareholders’ equity 488.794Shareholders’ equity / * ( I+II+III ) * 12.5 * 100) 49,36



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4. Information about shareholders’ equity items Current PeriodCORE CAPITAL Paid-in capital 135.000Nominal capital 135.000Capital commitments (-) -Adjustment to paid-in capital 31.866Share premium -Share repeal -Legal reserves 243.908Adjustment to legal reserves -Profit 104.107Net Current period profit 104.107Prior 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 (-) 344Intangible assets (-) 34.151Deferred-assets for tax which exceeds 10% of core capital (-) -Excess amount expressed in the Law (Article 56, 3rd paragraph) (-) -Total Core Capital 480.386SUPPLEMENTARY CAPITAL -General reserves 8.40845% 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 8.408CAPITAL 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.



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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

Factoring31 December 2012 Corporate Consumer Receivables TotalStandard Loans 381.811 94 - 381.905Loans under close monitoring - - - -Non-performing loans - - - -Specific provision (-) - - - -Total 381.811 94 - 381.905

Factoring31 December 2011 Corporate Consumer Receivables Total Standard Loans 531.882 93 - 531.975Loans under close monitoring - - - -Non-performing loans - - - -Specific provision (-) - - - -Total 531.882 93 - 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) Total Moody’s Ba2(*) 618.241 - - 618.241Total 618.241 - - 618.241



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Financial Assets Available for Sale Held to at Fair Value Financial Maturity 31 December 2011 through P/L (Net) Assets (Net) Securities (Net) Total Moody’s Ba2(*) 1.195.014 - - 1.195.014Total 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) Credit 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 Average RistRisk classifications: Risk Amount(*) Amount(**)

Conditional and unconditional exposures to central governments or central banks 162.059 161.201Conditional 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 189.576 428.264Conditional and unconditional exposures to corporates 487.347 592.122Conditional and unconditional retail exposures 91.153 28.658Conditional 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 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.



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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 unconditional unconditional governments or brokerage exposures to retail Other31 December 2012 central banks houses corporates exposures receivable Total 1. Domestic 162.059 51.134 382.776 91.153 7.565 694.6872. European Union (EU) countries - 91.266 62.651 - - 153.9173. OECD countries(**) - 9.666 1.860 - - 11.5264. Off-shore banking regions - - 124 - - 1245. USA, Canada - 31.077 38.821 - - 69.8986. Other countries - 6.433 1.115 - - 7.5487. Associates, subsidiaries and joint ventures - - - - - -8. Unallocated assets / liabilities (***) - - - - - -Total(*) 162.059 189.576 487.347 91.153 7.565 937.700

(*) 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 unconditional unconditional governments or brokerage exposures to retail Other31 December 2012 central banks houses corporates exposures receivable Total Agricultue - - 7.101 - - 7.101 Farming and raising livestock - - 7.101 - - 7.101 Forestry - - - - - - Fishing - - - - - -Manufacturing - - 232.505 27.260 - 259.765 Mining - - - - - - Production - - 229.236 27.260 - 256.496 Electric, gas and water - - 3.269 - - 3.269Construction - - 40.370 - - 40.370Services 162.059 189.576 205.159 63.799 - 620.593 Wholesale and retail trade - - 181.105 63.599 - 244.704 Hotel, food and beverage services - - - - - - Transportation and telecommunication - - 22.654 200 - 22.854 Financial institutions 162.059 189.576 - - - 351.635 Real estate and renting services - - - - - - Self-employement services - - - - - - Education services - - - - - - Health and social services - - 1.400 - - 1.400Other - - 2.212 94 7.565 9.871Total(*) 162.059 189.576 487.347 91.153 7.565 937.700

(*) Includes risk amounts before the effect of credit risk mitigation but after the credit conversions.



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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 Total Conditional and unconditional exposures to central governments or central banks 119.216 - - - - 119.216Conditional and unconditional exposures to banks and brokerage houses 186.036 - - - - 186.036Conditional and unconditional exposures to corporates 105.441 120.167 60.853 12 - 286.473Conditional and unconditional retail exposures 49.099 28.879 4.296 5.952 - 88.226Other receivables - - - - - -Total(*) 459.792 149.046 65.149 5.964 - 679.951


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:

Credit Quality Ratings to match Grades Fitch Moody’s Standart & Poor’s

Long-term Credit Rating 1 AAA and AA- Aaa and Aa3 AAA and AA- 2 A+ and A- A1 and A3 A+ and A- 3 BBB+ and BBB- Baa1 and Baa3 BBB+ and BBB- 4 BB+ and BB- Ba1 and Ba3 BB+ and BB- 5 B+ and B- B1 and B3 B+ and B- 6 CCC+ and below Caa1 and below CCC+ and belowShort-Term Credit Rating 1 F1+ and F1 P-1 A-1+ and A-1 2 F2 P-2 A-2 3 F3 P-3 A-3 4 F3 and below NP A-3 below 5 - - - 6 - - -

k) Risk amount based on risk weight

Risk Weight(*) Deductions Risk Weight 0% 10% 20% 50% 75% 100% 150% From Equity 1. Exposures Before Credit Risk Mitigation 162.344 - 106.682 - 720 667.954 - 34.4952. Exposures After Credit Risk Mitigation 205.788 - 93.062 85.187 720 552.943 - 34.495

(*) The Bank does not have risk weighted balances on 200% nor 1.250%



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l) Information according to sector and counterparty types

Loans 31 December 2012 Impaired Past due Value adjustments Provisions 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 -

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.



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a) Information related to market risk 31 December 2012 (I) Capital Requirement against General Market Risk - Standard Method 4.920(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 1.656(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 708(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) 7.284(X) Value-At-Market Risk ((12.5*VIII) or (12.5*IX)) 91.050

b) Average market risk calculated during the period at month ends

Current Period Prior Period Average Maximum Minimum Average Maximum MinimumInterest rate risk 13.204 20.781 5.326 7.951 20.948 1.336Share risk - - - - - -Currency risk 1.950 5.681 267 1.686 5.548 55Commodity risk - - - - - -Settlement risk - - - - - -Options risk - - - - - -Counterparty Credit Risk(*) 579 1.008 217 - - -Amount subject to total risk 196.662 343.375 72.625 120.463 331.200 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.

Total Risk Amount Weighted Amount Interest rate contracts(*) 62.229 6.197Foreign exchange rate contracts(**) 7.894 2.655Commodity contracts - -Equity shares related contracts - -Other - -Gross positive fair values 861 861Netting benefits - -Net current exposure amount - -Collaterals received - -Net derivative position 7.894 2.655

(*) Consist of repurchase transactions. (**) Consist of currency swaps and forward agreements.



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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 (%) Total Gross Income 213.657 123.795 117.893 151.782 15 22.767Amount subject to operational risk (Total*12,5) 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 31 Dec. 2012 USD 1,7893 1,7877 1,7848 1,7829 1,7826CHF 1,9549 1,9516 1,9484 1,9544 1,9430GBP 2,8950 2,8796 2,8787 2,8823 2,8708EUR 2,3651 2,3586 2,3566 2,3657 2,3517

26 Dec. 2011 27 Dec. 2011 28 Dec. 2011 29 Dec. 2011 30 Dec. 2011 USD 1,8809 1,8833 1,8847 1,8897 1,9065CHF 2,0072 2,0104 2,0138 2,0211 2,0148GBP 2,9493 2,9419 2,9497 2,9597 2,9366EUR 2,4583 2,4613 2,4633 2,4702 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 Current Period Prior PeriodUSD 1,7791 1,8561CHF 1,9271 1,9925GBP 2,8700 2,8992EUR 2,3332 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.

Current Period Prior Period Profit/loss Equity(*) Profit/loss Equity(*)

USD (731) (731) 6.500 6.500EUR 2.005 2.005 55 55Other foreign currencies 61 61 345 345Total, net 1.335 1.335 6.900 6.900 (*) Includes profit/loss effect.



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b) Information on currency risk of the Bank

Current Period Euro USD Other FC Total Assets Cash (Cash in Vault, Effectives, Cash in Transit, Cheques Purchased) and Balances with Central Bank of Turkey 180 119.231 - 119.411Banks 1.079 1.002 1.036 3.117Financial Assets at Fair Value Through Profit or Loss - - - -Interbank Money Market Placements - - - -Available-for-sale Financial Assets - - - -Loans and Receivables(*) 133.024 87.392 - 220.416Investments 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 42.161Total Assets 163.694 220.356 1.055 385.105 Liabilities Bank Deposits 121 30.307 - 30.428Foreign Currency Deposits 36.466 42.180 19 78.665Funds From Interbank Money Market - - - -Funds Borrowed From Other Financial Institutions 235.182 - - 235.182Marketable Securities Issued - - - -Miscellaneous Payables 4 36 - 40Derivative Financial Liabilities Held for Risk Management - - - -Other Liabilities(***) 17.928 1.728 427 20.083Total Liabilities 289.701 74.251 446 364.398 Net On-Balance Sheet Position (126.007) 146.105 609 20.707 Net Off-Balance Sheet Position(**) 146.055 (153.413) - (7.358)Derivative Assets 216.856 278.191 - 495.047Derivative Liabilities 70.801 431.604 - 502.405Non-Cash Loans(****) 139.065 149.306 66 288.437 Prior Period Total Asset 117.223 552.586 3.134 672.943Total Liabilities 196.250 565.601 445 762.296Net On-Balance Sheet Position (79.027) (13.015) 2.689 (89.353)Net Off-Balance Sheet Position 79.577 78.024 764 158.365Derivative Assets 290.602 781.509 764 1.072.875Derivative Liabilities 211.025 703.485 - 914.510Non-Cash Loans(****) 155.308 226.489 69 381.866

(*) The foreign currency indexed loans amounting to TL102.018 is included.(**) 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.



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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-InterestCurrent Period Ended Month Months Months Years and Over Bearing TotalAssets Cash and Balances with the Central Bank of Turkey - - - - - 162.344 162.344Banks 38.151 - - - - 3.540 41.691Financial Assets at Fair Value through Profit/Loss 212.291 148.473 65.790 124.651 67.036 861 619.102Money Market Placements - - - - - - -Available-for-Sale Financial Assets - - - - - - -Loans and Receivables 161.746 149.046 71.113 - - - 381.905Held-to-Maturity Financial Assets - - - - - - -Other Assets(*) - - - - - 91.924 91.924Total Assets 412.188 297.519 136.903 124.651 67.036 258.669 1.296.966 Liabilities Bank Deposits 30.304 - - - - 113.502 143.806Other Deposits 65.043 27.150 - - - 194.741 286.934Money Market Funds 59.753 - - - - - 59.753Miscellaneous Payable - - - - - 2.252 2.252Securities Issued - - - - - - -Funds Borrowed 880 235.182 - - - - 236.062Other Liabilities(**) - - - - - 568.159 568.159Total Liabilities 155.980 262.332 - - - 878.654 1.296.966 On Balance Sheet Long Position 256.208 35.187 136.903 124.651 67.036 - 619.985On Balance Sheet Short Position - - - - - (619.985) (619.985)Off-Balance Sheet Long Position 714.314 35.550 39.510 - - - 789.374Off-Balance Sheet Short Position (714.599) (35.549) (39.494) - - - (789.642)Total Position 255.923 35.188 136.919 124.651 67.036 (619.985) (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.



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Up to 1 1-3 3-12 1-5 5 Years Non-InterestPrior Period Ended Month Months Months Years and Over Bearing TotalAssets Cash and Balances with the Central Bank of Turkey - - - - - 132.773 132.773Banks 88.593 - - - - 23.675 112.268Financial Assets at Fair Value through Profit/Loss 282.964 339.443 275.612 302.503 5.555 - 1.206.077Money Market Placements 170.100 - - - - - 170.100Investment Securities Available-for-Sale - - - - - - -Loans and Receivables 58.781 320.405 152.789 - - - 531.975Investment Securities Held-to-Maturity - - - - - - -Other Assets(*) 2.479 - - - - 86.348 88.827Total Assets 602.917 659.848 428.401 302.503 5.555 242.796 2.242.020 Liabilities Bank Deposits - - - - - 84.906 84.906Other Deposits 137.905 - - - - 112.024 249.929Money Market Funds 816.753 - - - - - 816.753Miscellaneous Payable - - - - - 3.591 3.591Securities Issued - - - - - - -Funds Borrowed 398.679 133.595 76.296 - - - 608.570Other Liabilities(**) 16.999 - - - - 461.272 478.271Total 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 - 1.186.416On Balance Sheet Short Position (767.419) - - - - (418.997) (1.186.416)Off-Balance Sheet Long Position 1.053.800 319.134 388.542 - - - 1.761.476Off-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 % TL %AssetsCash and Balances with the Central Bank of Turkey - - - -Banks and Other Financial Institutions - - - 6,82Financial Assets at Fair Value through Profit/Loss - - - 9,24Money Market Placements - - - -Available-for-Sale Financial Assets (Net) - - - -Loans and Receivables 2,60 3,70 - 7,81Held-to-Maturity Financial Assets (Net) - - - - Liabilities Bank Deposits - 0,33 - -Other Deposits 0,10 0,28 - 4,63Money Market Funds - - - 5,15Miscellaneous Payable - - - -Securities Issued - - - -Funds Borrowed 0,07 - - -



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Prior Period EUR % USD % JPY % TL %AssetsCash and Balances with the Central Bank of Turkey - - - -Banks and Other Financial Institutions - 0,07 - 10,69Financial Assets at Fair Value through Profit/Loss - - - 9,58Money Market Placements - - - 10,72Available-for-Sale Financial Assets (Net) - - - -Loans and Receivables 3,34 3,40 - 12,71Held-to-Maturity Financial Assets (Net) - - - - Liabilities Bank Deposits - - - -Other Deposits 0,40 0,41 - 7,00Money Market Funds - - - 5,82Miscellaneous Payable - - - -Securities Issued - - - -Funds Borrowed 0,99 0,58 - -

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/ Gains/Equity- Type of Currency (+/- x basis point) (Losses) (Losses)/Equity TL (+) 500bp (1.706) (%0,349)TL (-) 400bp 1.449 %0,296EUR (+) 200bp 288 (%0,059)EUR (-) 200bp (293) %0,060USD (+) 200bp (140) (%0,029)USD (-) 200bp 142 %0,029Total (of positive shocks) (1.558) %0,319Total (of negative shocks) 1.298 %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.



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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 97,72 113,92Maximum (%) 143,43 150,72 125,02 146,71Minimum (%) 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 YearsCurrent period Value Outflow Demand Month Months Months Years and OverBank 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 YearsPrior 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.



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Maturity analysis of assets and liabilities according to remaining maturities Up to 1 1-3 3-12 1-5 5 Years Unallo-Current period Demand Month Months Months Years and Over cated TotalAssets Cash and Balances with the CentralBank of Turkey 43.128 119.216 - - - - - 162.344Banks 3.540 38.151 - - - - - 41.691Financial Assets At Fair Value Through or Loss - 684 78.065 77.913 365.968 96.472 - 619.102Interbank Money Market Placements - - - - - - - -Available-for-Sale Financial Assets - - - - - - - -Loans and Receivables - 161.746 149.046 71.113 - - - 381.905Held-to-Maturity Financial Assets - - - - - - - -Other Assets(*) - 1.250 2.808 26.859 - - 61.007 91.924Total Assets 46.668 321.047 229.919 175.885 365.968 96.472 61.007 1.296.966 Liabilities Bank Deposits 113.502 30.304 - - - - - 143.806Other Deposits 194.741 65.043 27.150 - - - - 286.934Funds Borrowed - 880 235.182 - - - - 236.062Interbank Money Market Funds - 59.753 - - - - - 59.753Securities Issued - - - - - - - -Miscellaneous Payables 2.252 - - - - - - 2.252Other Liabilities(**) 27.599 10.616 84 14.979 - - 514.881 568.159Total Liabilities 338.094 166.596 262.416 14.979 - - 514.881 1.296.966 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 2.242.020Total Liabilities 218.134 1.368.382 134.395 96.912 7.009 - 417.188 2.242.020Liquidity Gap (193.551) (98.320) 195.386 94.677 336.850 22.089 (357.131) -

(*) 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 years31 December 2012 Month Months Months Years and Over Total Derivative instruments held for tradingForeign exchange derivatives: 952.445 71.099 79.005 - - 1.102.549- Inflow 476.131 35.550 39.510 - - 551.191- Outflow 476.315 35.549 39.494 - - 551.358Interest 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 - - 551.191Total cash outflow 476.315 35.549 39.494 - - 551.358



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Up to 1 1-3 3-12 1-5 5 Years31 December 2011 Month Months Months Years and Over Total Derivative instruments held for tradingForeign exchange derivatives: 874.450 638.394 777.873 - - 2.290.717- Inflow 436.499 319.134 388.542 - - 1.144.175- Outflow 437.951 319.260 389.331 - - 1.146.542Interest 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 - - 1.144.175Total cash outflow 437.951 319.260 389.331 - - 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 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 43.444 - -Conditional and unconditional exposures to corporates 487.347 - - 85.186Conditional 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 - - -




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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. Explanations 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 Total Financial Assets at Fair Value Through Profit or Loss 618.241 861 - 619.102 Government Debt Securities 618.241 - - 618.241 Share Certificates - - - - Derivative Financial Assets Held for Trading - 861 - 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 - 619.102 Derivative Financial Liabilities Held for Trading - 1.065 - 1.065Derivative Financial Liabilities Held for Risk Management - - - -Total Assets - 1.065 - 1.065



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31 December 2011 Level 1 Level 2 Level 3 Total

Financial Assets at Fair Value Through Profit or Loss 1.195.014 11.063 - 1.206.077 Government Debt Securities 1.195.014 - - 1.195.014 Share Certificates - - - - Derivative Financial Assets Held for Trading - 11.063 - 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 - 1.206.077 Derivative Financial Liabilities Held for Trading - 13.832 - 13.832Derivative Financial Liabilities Held for Risk Management - - - -Total Liabilities - 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 Total

Operating Profit 50.669 137.363 28.915 - 216.947Net Operating Profit / (Loss) 19.550 82.167 28.915 - 130.632Profit /(Loss) Before Tax - - - - 130.632Tax Provision - - - - 26.525Net Period Profit /(Loss) - - - - 104.107 Segment Assets 445.419 851.547 - - 1.296.966Segment Liabilities 377.246 404.839 - - 782.085Equity - - - 514.881 514.881

Corporate Global Prior period Banking Markets Other Unallocated Total

Operating Profit 59.308 31.392 27.193 - 117.893Net Operating Profit / (Loss) 3.759 10.477 27.193 - 41.429Profit /(Loss) Before Tax - - - - 41.429Tax Provision - - - - 9.356Net Period Profit /(Loss) - - - - 32.073 Segment Assets 589.423 1.652.597 - - 2.242.020Segment Liabilities 409.521 1.415.311 - - 1.824.832Equity - - - 417.188 417.188



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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.a Information on cash and balances with the Central Bank of Turkey

Current Period Prior Period TL FC TL FC Cash in TL/ Foreign currency 90 195 53 204Central Bank of Turkey 42.843 119.216 651 131.865Other - - - -Total 42.933 119.411 704 132.069

1.b Information on balances with the Central Bank of Turkey

Current Period Prior Period TL FC TL FC Unrestricted Demand Deposits 42.843 - 651 -Unrestricted Time Deposits - 55.662 - 8.374Restricted Time Deposits - 63.554 - 123.491Total 42.843 119.216 651 131.865

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.1 Financial 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 -



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2.a.2 Financial assets at fair value through profit/loss subject to repurchase agreements

Current Period Prior Period TL FC TL FC 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 -

2.b Positive differences on derivative financial assets held for trading

Current Period Prior Period TL FC TL FC Forward Transactions - 561 - 944Swap Transactions - 300 - 10.119Futures - - - -Options - - - -Other - - - -Total - 861 - 11.063

3. Information on banks

3.a. Information on banks Current Period Prior Period TL FC TL FC Banks Domestic 23.426 102 43.206 37Foreign 15.148 3.015 3.816 65.209Foreign headoffices and branches - - - -Total 38.574 3.117 47.022 65.246

3.b Information on foreign banks account

Unrestricted amount Restricted amount Current Period Prior Period Current Period Prior Period

EU Countries 16.949 4.484 - -USA, Canada 981 60.788 - -OECD Countries(*) 233 3.751 - -Off-shore Banking Regions - - - -Other - 2 - -Total 18.163 69.025 - -

(*) OECD countries other than EU countries, USA and Canada.

4. Information on financial assets available for sale




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5. Explanations on loans and receivables

5.a Information 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 - 172.542Corporate Shareholders - 181.953 - 172.542Individual 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 OtherNon-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 ReceivablesExtension 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 -



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5.c Loans according to their maturity structure

Standard Loans and Loans and Receivables Under Close Receivables Monitoring Loans and Restructured or Loans and Restructured orCash Loans Receivables Rescheduled Receivables RescheduledShort-term Loans and Receivables 214.780 167.125 - -Non-specialised Loans 214.780 167.125 - -Specialised Loans - - - -Other Receivables - - - -Medium and Long-Term Loans and Receivables - - - -Non-specialised Loans - - - - Specialised Loans - - - -Other Receivables - - - -Total 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


5.f Information on allocation of loan customers

Current Period Prior Period Public Sector - -Private Sector 381.905 531.975Total 381.905 531.975

5.g Distribution of domestic and foreign loans Current Period Prior Period Domestic Loans 360.364 512.232Foreign Loans 21.541 19.743Total 381.905 531.975

5.h Loans to associates and subsidiaries


5.i Specific provisions for loans

Current Period Prior Period Loans and Receivables with Limited Collectability - -Doubtful Loans and Receivables - -Uncollectible Loans and Receivables - -Total - -



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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 IV. Group V. Group Loans and Receivables Loans and Receivables Uncollectible LoansCurrent Period with Limited Collectability with Doubtful Collectability and ReceivablesPrior 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 - - -

III. Group IV. Group V. Group Loans and Receivables Loans and Receivables Uncollectible LoansPrior Period with Limited Collectability with Doubtful Collectability and Receivables 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 - - -

5.j.3 Information on foreign currency non-performing loans and receivables


5.k Main 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)


7. Information on investments in associates (Net)




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8. Information on investments in subsidiaries (Net)


9. Information on investments in joint ventures (Net)


10. Information on finance lease receivables


11. Information on derivative financial assets held for risk management


12. Information on property and equipment

Leased Other Tangible Tangible Current Period Real Estates Assets Assets Total

31 December 2011 Cost - 2.919 12.046 14.965Accumulated Depreciation (-) - (2.874) (9.559) (12.433)Net book value - 45 2.487 2.532 31 December 2012 Net Book Value at the Beginning of the Period - 45 2.487 2.532Additions - - 2.347 2.347Disposals (-) (net) - - - -Depreciation (-) - (1) (1.436) (1.437)Cost at the End of the Period - 2.919 14.393 17.312Accumulated Depreciation at the End of the Period (-) - (2.875) (10.995) (13.870)Closing Net Book Value at the End of the Period - 44 3.398 3.442

Leased Other Tangible Tangible Prior Period Real Estates Assets Assets Total

31 December 2010 Cost - 2.956 13.415 16.371Accumulated Depreciation (-) - (2.515) (10.239) (12.754)Net book value - 441 3.176 3.617 31 December 2011 Net Book Value at the Beginning of the Period - 441 3.176 3.617Additions - - 856 856Disposals (-) (net) - (9) (44) (53)Depreciation (-) - (387) (1.501) (1.888)Cost at the End of the Period - 2.919 12.046 14.965Accumulated Depreciation at the End of the Period (-) - (2.874) (9.559) (12.433)Closing Net Book Value at the End of the Period - 45 2.487 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.



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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.a Book 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 Prior Period Beginning of the Period 39.429 45.646Additions due to Mergers, Transfers and Acquisitions 2.633 1.517Disposals (-) - -Amortisation (-) (7.911) (7.734)End of the Period 34.151 39.429

14. Information on investment property


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


17. Information on other assets

17.a Information on prepaid expenses, tax and similar transactions

Current Period Prior Period Income accruals(*) 30.561 28.054Guarantees given 20.337 9.666Prepaid expenses 1.017 1.026Other 2.416 4.050Total 54.331 42.796

(*) 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.



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II. Explanations and Notes Related to Liabilities

1. Information on maturity structure of deposits With 6 7 day Up to 1 1-3 3-6 months - 1 year Current Period Demand notification month months months 1 year and over Total

Saving Deposits - - - - - - - -Foreign Currency Deposits 30.622 - 20.893 27.150 - - - 78.665 Residents in Turkey 29.391 - 20.893 - - - - 50.284 Residents Abroad 1.231 - - 27.150 - - - 28.381Public Sector Deposits - - - - - - - -Commercial Deposits 143.611 - 44.067 - - - - 187.678Other Institutions Deposits 20.508 - 83 - - - - 20.591Precious Metal Deposits - - - - - - - -Bank Deposits 113.502 - 30.304 - - - - 143.806 The Central Bank of Turkey - - - - - - - - Domestic Banks 121 - 30.304 - - - - 30.425 Foreign Banks 113.381 - - - - - - 113.381 Special Financial Institutions - - - - - - - - Other - - - - - - - -Total 308.243 - 95.347 27.150 - - - 430.740

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 Total Saving Deposits - - - - - - - -Foreign Currency Deposits 34.133 - 102.507 - - - - 136.640 Residents in Turkey 33.810 - 88.013 - - - - 121.823 Residents Abroad 323 - 14.494 - - - - 14.817Public Sector Deposits - - - - - - - -Commercial Deposits 56.695 - 35.371 - - - - 92.066Other Institutions Deposits 21.196 - 27 - - - - 21.223Precious Metal Deposits - - - - - - - -Bank Deposits 84.906 - - - - - - 84.906 The Central Bank of Turkey - - - - - - - - Domestic Banks - - - - - - - - Foreign Banks 84.906 - - - - - - 84.906 Special Financial Institutions - - - - - - - - Other - - - - - - - -Total 196.930 - 137.905 - - - - 334.835

Saving deposits covered by deposit insurance and total amount of deposits exceeding insurance coverage limit


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




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2. Information on derivative financial liabilities held for trading

Negative differences on derivative financial liabilities held for trading

Current Period Prior Period TL FC TL FCForward Transactions - 208 - 4.260Swap Transactions - 857 - 9.572Futures Transactions - - - -Options - - - -Other - - - -Total - 1.065 - 13.832

3. Information on funds borrowed

3.a Information on banks and other financial institutions

Current Period Prior Period TL FC TL FC Central Bank of Turkey - - - -Domestic Banks and Institutions 880 - - -Foreign Banks, Institutions and Funds - 235.182 - 608.570Total 880 235.182 - 608.570

3.b Information on maturity structure of funds borrowed

Current Period Prior Period TL FC TL FC Short-term 880 235.182 - 608.570Medium and Long-term - - - -Total 880 235.182 - 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.



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5.3 Information on financial lease payables Current Period Prior Period Gross Net Gross NetLess than 1 Year - - 17 171-4 Years - - - -More than 4 Years - - - -Total - - 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


7. Information on provisions and subordinated loans

7.a Information on general provisions Current Perod Prior PeriodGeneral Provisions Loans and Receivables in Group I 4.469 6.061- 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 2.103Other 624 776Total 8.408 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 Prior Period Personnel Bonus Provision 12.884 10.726Provision for Employee Termination Benefits 774 560Unused Vacation Right Provision 1.593 1.484Total 15.251 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).



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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 Prior Period Net discount rate %2,74 %4,66Rate of expected inflation increase %5,30 %5,10Turnover rate to estimate the probability of retirement %95,73 %91,00

Movement of provision for employee termination benefits during the period is presented below:

Current Perod Prior Period Balance at the beginning of the period 560 381Recognised during the period 475 196Paid during the period (-) (72) (11)Cancelled during period (189) (6)Total 774 560

7.e Information on other provisions

7.e.1 General reserves for possible losses


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 Prior period Corporate Taxes Payable 3.535 -Taxation on Securities Income 215 1.186Tax on Real Estates Income - -Banking Insurance Transaction tax (BITT) 1.719 1.569Foreign Exchange Transactions tax - -Value Added Tax Payable 1.510 761Others(*) 872 885Total 7.851 4.401

(*) Includes withholding income taxes amounting to TL 831 as of 31 December 2012 (31 December 2011: TL 862).



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8.a.3 Information on premium payables Current period Prior period Social Security Premiums-Employee 89 79Social Security Premiums-Employer 94 84Bank 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 6Unemployment Insurance-Employer 12 11Others - -Total 201 180

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 11.965Reserve for Employment Benefits 2.367 473 2.044 409Provisions 5.333 1.067 5.823 1.165Derivative Financial Liabilities 301 60 3.636 727Other 283 56 1.165 233Deferred 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


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


11. Information on shareholders’ equity

11.1 Presentation of paid-in capital

Current period Prior period Common Stock 135.000 135.000Preferred Stock - -Total 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.



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11.3 Information on the share capital increases during the period and their sources


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


11.6 Information on privileges given to shares representing the capital


11.7 Information on securities value increase fund


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 Prior Period Loan Granting Commitments 537.140 654.328Two Days Forward Buy/Sell Commitments 476.467 1.225.985Payment Commitments for Checks 29 -Tax and Fund Liabilities from Export Commitments 1 -Total 1.013.637 1.880.313

1.b Possible losses and commitments resulted from off-balance sheet items including the following

1.b.1 Non-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 Current Period Prior Period 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 311.861 406.044Total 311.861 406.044



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1.c.2 Sector risk concentration of non-cash loans

Current Period Prior Period TL (%) FC (%) TL (%) FC (%)Agriculture - - - - 45 - - - Farming and Stockbreeding - - - - 45 - - - Forestry - - - - - - - - Fishery - - - - - - - -Manufacturing 8.698 37 128.566 45 17.747 74 216.391 57 Mining - - - - - - - - Production 2.160 9 128.566 45 17.727 74 216.391 57 Electricity, Gas, Water 6.538 28 - - 20 - - -Construction - - 80.740 28 - - 93.045 24 Services 14.726 63 79.131 27 6.350 26 68.781 18 Wholesale and Retail Trade 11.286 48 66.684 23 1.365 6 51.065 13 Hotel, Food and Beverage Services - - - - - - - - Transportation and Telecommunication 3.409 15 2.480 1 4.954 20 2.318 1 Financial Institutions 31 - 9.967 3 31 - 14.254 4 Real Estate and Renting Services - - - - - - - - “Self-Employment’’ Type Services - - - - - - - - Educational Services - - - - - - - - Health and Social Services - - - - - - 1.144 -Other - - - - 36 - 3.649 1Total 23.424 100 288.437 100 24.178 100 381.866 100

1.c.3 Non-cash loans classified under Group I and II

Group I Group II TL FC TL FC

Letters of Guarantee 22.696 214.424 - -Bank Acceptances 728 - - -Letters of Credit - 15.184 - -Endorsements - - - -Underwriting Commitments - - - -Factoring Related Guarantees - - - -Other Commitments and Contingencies - 58.829 - -Total 23.424 288.437 - -

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 - -



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3. Information on credit derivatives and risk exposures on credit derivatives


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 Prior Period Government Bonds-TL 32.461.246 24.709.244Private Sector Bonds 1.000.693 318.740Warrants 1.182.728 976.803Share Certificates-TL 6.642.063 5.140.022Cheques in Portfolio-TL 16.111 30.299Cheques in Portfolio-FC 4.835 16.276Other Items Under Custody 17.826 19.065Total 41.325.502 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 Priod Period TL FC TL FC Short-term Loans 17.093 11.505 8.165 5.093Medium/Long-term Loans - - - -Loans Under Follow-up - - - -Premiums Received from Resource Utilisation Support Fund - - - -Total 17.093 11.505 8.165 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 15Foreign Head Offices and Branches - - - -Total 9.846 1 8.109 15



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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.d Information on interest income received from associates and subsidiaries


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 1.628Central Bank of Turkey - - - -Domestic Banks - - - -Foreign Banks 19 2.494 9.559 1.628Foreign 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


2.c Interest expense on securities issued




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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 TotalTL Bank Deposits 241 949 - - - - 1.190Saving Deposits - - - - - - -Public Sector Deposits - - - - - - -Commercial Deposits 42 8.131 417 - - - 8.590Other Deposits - 206 84 - - - 290“7 Days Notice” Deposits - - - - - - -Total 283 9.286 501 - - - 10.070 FC Foreign Currency Deposits - 94 16 17 - - 127“7 Days Notice” Deposits - - - - - - -Precious Metal Deposits - - - - - - -Bank Deposits - 1.746 - - - - 1.746Total - 1.840 16 17 - - 1.873 Grand Total 283 11.126 517 17 - - 11.943

3. Information on dividend income


4. 4. Information on trading loss/income (Net)

Current Period Prior Period Income 1.929.843 2.634.829Capital Market Transactions 29.756 51.142Derivative Financial Transactions(*) 1.148.232 1.508.396Foreign Exchange Gains 751.855 1.075.291Losses (-) 2.015.661 2.716.663Capital Market Transactions 66.486 95.457Derivative Financial Transactions(*) 1.202.183 1.427.759Foreign Exchange Losses 746.992 1.193.447Net Income/(Losses) (Net) (85.818) (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 Prior Period Service Income – FC 2.578 3.386Service Income – TL 3.521 2.005Other 1.412 1.073Total 7.511 6.464



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6. Provisions for losses on loans and receivables

Current Period Prior Period Specific Provisions for Loans and Receivable - 108 Loans and Receivables in Group III - - Loans and Receivables in Group IV - - Loans and Receivables in Group V - 108General Provisions - 5.423Provision for Possible Losses - -Foreign Exchange Losses on Foreign Currency - -Impairment Losses on Securities - -Financial Assets at Fair Value through Profit or Loss 1.804 1.732Available-for-sale Financial Assets - -Other Impairment Losses - - Associates - - Subsidiaries - - Joint Ventures - - Held to Maturity Financial Securities - -Other - -Total 1.804 7.263

7. Information on other operational expenses

Current Period Prior Period Personnel Expenses 24.885 22.559Reserve for Employee Termination Benefits 214 179Bank Pension Fund Deficit Provisions - -Impairment Losses on Tangible Assets - -Depreciation Expenses of Tangible Assets 1.437 1.888Impairment Losses on Intangible Assets - -Impairment Losses on Goodwill - -Amortization Expenses of Intangible Assets 7.911 7.734Impairment 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 22.006 Operational Lease Related Expenses 2.787 2.417 Repair and Maintenance Expenses 396 273 Advertisement Expenses - - Other Expenses(*) 28.894 19.316Loss on Sale of Assets - -Other - -Other(**) 17.987 14.835Total 84.511 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).



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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

9.1 Information 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).

9.2 Deferred 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.

9.3 Deferred 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

11.1 The 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 250.149 158.691Income/(Loss) from Capital Market Transactions, Net (36.730) (44.315)Gain/(Loss) from Derivative Financial Transactions, Net (53.951) 80.637Foreign Exchange Gains/(Losses), Net 4.863 (118.156)Commissions from Custody Operations 18.500 17.319Commissions from Non-cash Loans 1.668 1.114Commissions from Intermediary Services 31.383 22.472Other 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.



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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 Priod Period TL FC TL FC Commissions from Custody Operations 18.500 - 17.319 -Commissions from Intermediary Services - 31.383 - 22.472Other Fee and Commissions 1.099 1.572 1.048 974Total 19.599 32.955 18.367 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 - 2.160Commissions Paid to Correspondent Banks - 697 - 1.001Commissions due to Intermediary Services - - - 376Other Fee and Commissions 313 464 - 825Total 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


2. Information on increases due to cash flow hedges


3. Reconciliation of foreign exchange differences at beginning and end of current period


4. Information on decrease due to revaluation of available for sale financial assets


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).



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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 2.411.138Balances with Central Bank of Turkey 9.025 16.068Banks’ Demand Deposits and Time Deposits WhoseOriginal Maturities Up to 3 Months 112.243 55.070Money Market Placements 170.000 2.340.000Total 291.525 2.411.138

3. Cash and cash equivalents at the end of the period

31 December 2012 31 December 2011 Cash 285 257Cash Equivalents 140.193 291.268Balances with Central Bank of Turkey 98.505 9.025Banks’ Demand Deposits and Time Deposits WhoseOriginal Maturities Up to 3 Months 41.688 112.243Money Market Placements - 170.000Total 140.478 291.525

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 -



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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 -

1.3 Information on deposits of the Bank’s risk group

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

Deposits Balance at the Beginning of the Period - - 23.172 520.337 2.296 1.969 Balance at the End of the Period - - 96.701 23.172 31.796 3.296 Interest Expenses - - - 4 - -

1.4 Information on forward and option agreements and other similar agreements with the Bank’s risk group

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

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) (160)Transactions for hedging purposes Beginning of the Period - - - - - - End of the Period - - - - - -Total Profit / Loss - - - - - -

2. Information on the Bank’s risk group

2.1 The 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.



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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 %21Loans and Receivables 41.408 %9 24.643 %5Non-cash Loans 181.953 %58 172.542 %42Deposits 128.497 %30 26.468 %8Interest Income on Loans 2.592 %9 2.257 %17Interest Expense on Deposits - - 4 -Interest Expense on Funds Borrowed 2.401 %96 10.919 %98Funds Borrowed 235.170 %100 608.570 %100Fees and Commissions Received 31.425 %58 27.047 %63Fees and Commissions Paid 2.074 %23 1.377 %16Interest Expense on Money Market Placements 2.018 %6 1.517 %4Other Operating Income 6.083 %81 5.261 %81Other Operating Expense 7.931 %9 3.119 %5Derivative 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.



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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. Other 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. Explanations and notes prepared by the independent auditor

None


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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