Проспект ценных бумаг (стр. 34 )

amsterdam, the netherlands

ANNUAL REPORT 2003

contents

Annual Report

• Report of the Supervisory Board to the General Shareholders’ Meeting 1

• Report of the Managing Board to the Supervisory Board 2

Financial Statements

• Balance sheet as at December 31, 2003 and 2002 3

• Profit and loss statement for the year 2003 and 2002 5

• Cash flow statement for the year 2003 and 2002 6

• Notes to the financial statements 7

• Notes to the balance sheet 9

• Notes to the profit and loss statement 16

Other Information

• Appropriation of profit 19

• Subsequent events 19

• Auditors’ report 20

REPORT OF THE SUPERVISORY BOARD

TO THE GENERAL SHAREHOLDERS’ MEETING

The Supervisory Board of Finans International Holding N. V. is glad to announce that at the end of 2003 the asset size of Finans International Holding N. V. reached EUR 173 million and its equity exceeded EUR 159 million. For the same year, the Company posted a net profit of EUR 14.2 million.

We are pleased to present you the report of the Managing Board and financial statements, comprising the balance sheet, the profit and loss account followed by explanatory notes and further information, including the report of the external auditors for the year ended December 31, 2003.

The financial statements prepared by the Managing Board were audited by the Ernst & Young. The financial statements were examined by our Board and are hereby presented for adoption by the shareholders. Adoption of the annual accounts will serve to ratify the actions of the members of the Managing Board in respect of their management and the members of the Supervisory Board in respect of their supervision. Adoption of the financial statements will also mean that the appropriation of the profit will be in accordance with the proposal of the Managing Board.

We hereby approve the financial statements and the respective appropriation of the available net profit as submitted by the Managing Board.

Accordingly we recommend that you adopt these financial statements as submitted and appropriate the available net profit in the manner recommended by the Managing Board.

Finally, we would like to express our sincere gratitude to the Management and the staff of the Holding for their hard work and commitment during the period covered by this report.

Amsterdam, June 23, 2004

Mr. H. Ozyegin (Chairman)

Mr. O. Aras

Mr. M. Gulesci

REPORT OF THE MANAGING BOARD

TO THE SUPERVISORY BOARD

Despite the political ambiguity in the first half of the year and the continued sluggish global economy, Finans International Holding N. V. had an outstanding performance in 2003. We are proud to report that the Holding achieved to increase its profit to EUR 14.2 million from EUR 2.5 million in previous year.

During its sixth year of operations, the Holding maintained the pace of growth in its equity size and investments. Together with the current year profit, our equity exceeded EUR 159 million, representing a 310% growth since the first year of operations in 1998. During 2003, in line with our long-term objectives, we continued to invest our increasing equity in Finansbank Group’s financial subsidiaries and we increased our direct shareholding in Finansbank (Moscow) Ltd. to 100%. With this acquisition, our investments in Finansbank Group’s financial subsidiaries reached EUR 171 million.

In 2004 and following years, Finans International Holding N. V. will continue supporting its subsidiaries to expand their businesses and will invest its revenues in local markets with growth potential. The expected revival of global economy will certainly facilitate execution of these policies.

Finally, we would like to extend our thanks to our employees for their dedication and hard work and to our subsidiaries for their shares in the success of Finans International Holding N. V.

Amsterdam, June 23, 2004

F. Onur Umut (General Manager)

Sinan Sahinbas (Assistant General Manager)

Murat Basbay (Assistant General Manager)

FINANCIAL STATEMENTS

balance sheet as at december 31, 2003 and 2002

(AFTER PROFIT APPROPRIATION)

Assets

2

EUR EUR

Intangible fixed assets

Goodwill

655,631

896,484

Financial fixed assets

Participating Interests

170,796,181

162,288,457

Current assets

Other Receivables	2,341	7,662
Cash and Banks	1,515,430	95,318

1,517,,980

___________ __________

Total assets

172,969,583

163,287,921

Shareholders’ equity and liabilities

2

EUR EUR

Shareholders’ equity

Share capital	119,750,000	119,750,000
Share premium reserve	413,826	413,826
Revaluation Reserve	2,129,098	1,584,656
Legal reserve	6,397,225	6,790,296
Other Reserve	160,399	-
Retained Earnings	30,347,506	15,668,428

159,198,,207,206

Current liabilities

Borrowings	13,703,841	18,975,174
Accrued expenses and other liabilities	67,688	105,541

13,771,529 19,080,715

Total shareholders’ equity and liabilities 172,969,,287,921

profit and loss statement for the year 2003

2

EUR EUR

Turnover

Interest income 61 21,039

Results from participating interests 13,490,938 2,309,038

Other income 695,,033

Total turnover 14,186,194 2,989,110

Cost of sales

Interest expense 1,200,035 2,127,959

Gross profit 12,986,,151

Personnel expenses 911,,928

General and administrative expenses 22,062 74,547

Amortization expenses 240,,852

11,811,,176)

Foreign exchange results 2,474,619 2,835,253

Profit on ordinary activities 14,286,007 2,507,077

Income taxes - -

Net result 14,286,007 2,507,077

CASH FLOW statement for the year 2003

	2003		2002
	EUR		EUR
Cash flows out of profit
Net profit	14,286,007		2,507,077
Results from participating interests	(13,490,938)		(2,309,038)
Amortization expenses	240,852		240,852
Net cash flow out of profit	1,035,921		438,891
Cash flows out of operating activities
Change in other receivables	5,321		195,090
Change in accrued expense and other liabilities	(37,853)		(210,808)
Net cash flow out of operating activities	(32,532)		(15,718)
Cash flows out of investment activities
Investment in participations	(1,602,688)		(565,581)
Dissolution of participation	107,483		5,789,741
Profit/(Loss) on hedging of investments in foreign currencies	4,392,245		334,769
Net cash flow out of investment activities	2,897,040		5,558,929
Increase/(decrease) in borrowings	(5,271,232)		(18,909,168)
Surrender received in exchange for no remuneration	160,399		-
Deemed dividend paid in cash	-		(1,410,508)
Dividends received in cash	2,630,516		13,934,021
Net cash flow out of financing activities	(2,480,317)		(6,385,655)
Net cash flow	1,420,112		(403,553)
Cash balance as of December 31, 2002	95,318		498,871
Cash balance as of December 31, 2003	1,515,430		95,318
Net cash flow	1,420,112		(403,553)

NOTES TO THE financial statements

General

Finans International Holding N. V. (‘the Company’) was established on October 14, 1998 in the Netherlands. It is fully owned by Finansbank A. S., Turkey.

Basis of presentation

The financial statements have been prepared in accordance with the requirements of the Dutch Civil Code. In conformity with article 408, Part 9, Book 2 of the Dutch Civil Code the partici­pating interests are not consolidated.

Summary of significant accounting policies

General

Assets and liabilities are carried at face value, unless stated otherwise below.

Intangible fixed assets

Intangible fixed assets comprise goodwill, which is the excess of the cost over the net asset value of an acquired business and is amortized on the straight-line method over a period of five years.

Financial fixed assets

Participating interest, where a significant influence is exercised on commercial and financial policy, are stated at the net asset value. Reference is made to the notes to the financial statements for details of participating interests.

Other investments, comprising interests of less than 20%, are stated at cost less provision for any permanent diminution in valuation. Dividends are recorded when declared.

For the purposes of the profit and loss account, the results of participating interests are translated at average rates of exchange for the financial year. Foreign exchange differences related to participating interests are credited or charged directly to shareholders' equity.

Translations of foreign currencies

Assets and liabilities denominated in foreign currencies are translated into Euro at the spot exchange rates prevailing at balance sheet date. Transactions denominated in foreign currencies are translated into Euro at the transaction date. The differences between the foreign exchange rates prevailing at the date of transactions and at the date of balance sheet are included into profit and loss statement under ‘foreign exchange results’.

Translation differences on participating interests are accounted for in shareholders' equity together with the results from related hedging activities.

Foreign exchange rates 2

Average Closing Average Closing

________________ ______________ ________________ ______________

US Dollar 0.0.954

Swiss Franc 0.0.689

Russian Ruble 0.0.030

Income tax

Taxes are calculated on the profit at applicable rates, with due allowance for tax-exempt items and non - or partial non-deductible expenses.

Income and expenses

All income, costs and expenses are allocated to the year to which they relate. Losses are accounted during the year in which they are identified.

Notes to the balance sheet

Intangible fixed assets

Intangible fixed assets comprise goodwill, the movements in which are as follows:

Balance as at December 31, 2,484

Amortization in 2,853)

Balance as at December 31, 2,631

Accumulated amortization at December 31, 2,638

Financial fixed assets

Financial fixed assets are comprised of the following participating interests stated at net asset value:

Participating interests EUR

December 31, 2003

Finansbank (Holland) N. V., the Netherlands 109,956,531

Finansbank (Suisse) S. A., Switzerland 47,876,086

Finansbank (Moscow) Ltd., Russia 8,246,985

Banque du Bosphore, France 4,292,706

FIBA International Financial Services Company Plc., Ireland 153,467

Finans Leasing S. A., Romania 270,405

170,796,180

December 31, 2002

Finansbank (Holland) N. V., the Netherlands 100,161,608

Finansbank (Suisse) S. A., Switzerland 48,232,872

Finansbank (Moscow) Ltd., Russia 6,986,879

Banque du Bosphore, France 4,554,264

FIBA International Financial Services Company Plc., Ireland 2,005,926

Finans Leasing S. A., Romania 335,847

Finans Management (Guernsey) Ltd., Guernsey 11,061

162,288,457

The movements during 2003 were as follows.

Finansbank (Holland) N. V., The Netherlands

EUR

Balance as at December 31, 2,161,608

Results from participating interest 9,794,923

Balance as at December 31, 2003 109,956,531

Finansbank (Suisse) S. A., Suisse

EUR

Balance as at December 31, 2002 48,232,872

Results from participating interest 1,544,669

Valuation adjustment and translation differences (1,901,456)

Balance as at December 31, 2003 47,876,086

Finansbank (Moscow) Ltd., Russia

On October 10, 2003 Finans International Holding N. V. purchased the remaining shares (8,57%) in the share capital of Finansbank (Moscow) Ltd., Russia from Finansbank (Suisse) S. A.

EUR

Balance as at December 31, 2002 6,986,879

Purchase of 8.57% shares 1,602,688

Results from participating interest 1,329,060

Valuation adjustment and translation differences (1,671,642)

Balance as at December 31, 2003 8,246,985

Banque du Bosphore, France

EUR

Balance as at December 31, 2002 4,554,264

Dividend received (510,000)

Results from participating interest 248,442

Balance as at December 31, 2003 4,292,706

FIBA International Financial Services Company plc, Ireland

EUR

Balance as at December 31, 2002 2,005,926

Dividend received (2,120,516)

Results from participating interest 432,409

Translation differences (164,353)

Balance as at December 31, 2003 153,467

Finans Leasing S. A., Romania

EUR

Balance as at December 31, 2,847

Results from participating interest 44,910

Translation differences (110,352)

Balance as at December 31, 2003 270,406

Finans Management (Guernsey) Ltd., Guernsey

On February 8, 2002 Finans International Holding N. V resolved to liquidate its fully owned subsidiary Finans Management (Guernsey) Ltd. with effect from April 1, 2003. The loss on the dissolution of EUR 11,061 of Finans Management (Guernsey) Ltd. is included under “results from participating interests”.

2

EUR EUR

Other receivables

Employee Advances 1,200 -

VAT receivable 1,142 7,662

2,342 7,662

Cash and banks

EUR EUR

Current account in EUR 1,501,588 86,756

Current account in USD 13,842 8,562

1,515,430 95,318

Cash and banks included current accounts with Finansbank (Holland) N. V. amounting EUR 1,472,: EUR 76,945).

Share capital

The changes in paid-in share capital during 2003 were as follows:

EUR EUR

Balance as at December 31, 2,750,,000,000

Transfer from other reserves - 2,105,627

Transfer from revaluation reserve - 1,865,323

Transfer from retained earnings - 779,050

Balance as at December 31, 2,750,,750,000

The authorized capital consists of 150,000,000 shares of EUR 1 each. The issued capital consists of 119,750,000 shares of EUR 1 each.

Shareholders EUR

Finansbank A.Ş., Turkey 103,583,749

Fiba Holding A.Ş., Turkey 16,166,250

Troy Holding S. A., Luxembourg 1

Total outstanding shares 119,750,000

Share premium reserve

Share premium reserve represents the capital in excess of par value, on the date of the issue of shares through non-cash contribution and the differences between cost and net asset value at the moment of acquisition of participating interests.

The share premium reserve did not change in 2: EUR 413,826)

Revaluation Reserve

The revaluation reserve consists of revaluation of participating interest to net asset value translation differences and related hedging activities on the participating interests.

The movement in revaluation reserve during 2003 was as follows:

EUR

Balance as at December 31, 2002 1,584,656

Valuation adjustment and translation differences on participating interests (3,847,803)

Results of hedging activities 4,392,245

Balance as at December 31, 2003 2,129,098

Legal reserves

The legal reserves comprise the share of retained earnings of the participating interest in Banque du Bosphore and the share of revaluation reserve of the participating interest in Finansbank (Holland) N. V. The reserves are not available for distribution until such time as the participating interests distribute these funds.

The movement in legal reserves during 2003 was as follows:

EUR

Balance as at December 31, 2002 6,790,296

Transfer to retained earnings (393,071)

Balance as at December 31, 2003 6,397,225

Other reserves

This item consists of the surrenders in exchange for no remuneration received from Troy Holding SA, Luxembourg.

The changes in other reserves during 2003 were as follows:

EUR

Balance as at December 31, 2002 -

Remuneration received from Troy Holding SA, Luxembourg 160,399

Balance as at December 31, 2,399

Retained earnings

EUR

Balance as at December 31, 2002 15,668,428

Transfer from legal reserves 393,071

Profit distribution 2003 14,286,007

Balance as at December 31, 2003 30,347,506

Borrowings

Borrowings consist of the loans obtained from financial institutions. EUR 1,700,000 of the loans mature within one year, the remaining EUR 12,003,841 of the loans mature in 2006.

As at December 31, 2003 borrowings include loans amounting EUR 1,700,000 obtained from FIBA International Financial Services Company Plc. (2002: EUR 4,671,750).

Accrued expenses and other liabilities

2

EUR EUR

Interest payable 52,056 89,568

Audit fee 5,000 8,000

Taxes payable 5,632 5,973

Tax advisors 5,000 2,000

67,,541

Interest payable includes accrued interest of EUR 15,489 on borrowings from FIBA International Financial Services Company Plc. (2002: EUR 36,002).