Проспект ценных бумаг (стр. 36 )

amsterdam, the netherlands

ANNUAL REPORT 2002

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, 2002 and 2001 3

• Profit and loss statement for the year 2002 and 2001 5

• Cash flow statement for the year 2002 and 2001 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

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, 2002.

The financial statements prepared by the Managing Board were audited by 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.

Lastly, we take this opportunity to express our appreciation for the commitment of the Management Board and employees and wish them continued success.

Amsterdam, July 21, 2003

Mr. H. Ozyegin (Chairman)

Mr. O. Aras

Mr. M. Gulesci

REPORT OF THE MANAGING BOARD

TO THE SUPERVISORY BOARD

We are pleased to report that 2002 was another successful year for Finans International Holding N. V. During its fifth year of operations, the Holding carried on its expansion and acquired additional shares in Finansbank (Moscow) Ltd. Together with its new participation, total investment of the Holding in Finansbank Group’s financial subsidiaries reached EUR 162,288,457 million.

The global economic downturn during 2002, with its uneven effects on local economies, proved once again the importance of the geographical diversification. Thanks to its investments in eight different local markets, Finans International Holding N. V. sustained its profitability despite the economic slowdown. We are forecasting a similar profitability this year, assuming no further deterioration in market conditions and an economic growth revival in the second half of 2003.

In 2003 and following years, our primary goal will be the effective allocation of resources among our subsidiaries rather than further growth in the number of investments. Having almost completed acquisition of the majority shares in all Finansbank Group’s financial subsidiaries outside Turkey, our future strategy will include a close follow-up of local markets and transfer of resources to promising markets. Needless to say, our ultimate target remains to be the listing of our shares in internationally recognized stock exchanges.

Finally, we would like to express our gratitude to our employees and to our subsidiaries for their valuable contribution in the success of Finans International Holding N. V.

Amsterdam, July 21, 2003

F. Onur Umut (General Manager)

Sinan Sahinbas (Assistant General Manager)

Murat Basbay (Assistant General Manager)

FINANCIAL STATEMENTS

balance sheet as at december 31, 2002 and 2001

(AFTER PROFIT APPROPRIATION)

Assets

2002 2001

EUR EUR

Intangible fixed assets

Goodwill 896,484 1,137,336

Financial fixed assets

Participating interests 162,288,,727,669

Current assets

Other receivables 7,,752

Cash and banks 95,,871

102,,623

___________ __________

Total assets 163,287,,566,628

Shareholders’ equity and liabilities

2002 2001

EUR EUR

Shareholders’ equity

Share capital 119,750,,000,000

Share premium reserve 413,,826

Revaluation reserve 1,584,656 3,705,279

Legal reserves 6,790,296 5,347,099

Other reserves - 2,105,627

Retained earnings 15,668,428 16,794,106

144,207,,365,937

Current liabilities

Borrowings 18,975,174 37,884,341

Accrued expenses and other liabilities 105,,350

19,080,715 38,200,691

Total shareholders’ equity and liabilities 163,287,,566,628

profit and loss statement for the year 2002

2002 2001

EUR EUR

Turnover

Interest income 21,039 20,839

Results from participating interests 2,309,038 17,740,606

Other income 659,,071

Total turnover 2,989,110 18,480,516

Cost of sales

Interest expense 2,127,,647

Gross profit 861,151 17,592,869

Personnel expenses 873,,976

General and administrative expenses 74,,784

Amortization expenses 240,852 66,933

(328,176) 16,227,176

Foreign exchange results 2,835,,739)

Profit on ordinary activities 2,507,077 16,215,437

Income taxes - 185,178

Net result 2,507,077 16,400,615

CASH FLOW statement for the year 2002

	2002		2001
	EUR		EUR
Cash flows out of profit
Net profit	2,507,077		16,400,615
Results from participating interests	(2,309,038)		(17,740,606)
Amortization expenses	240,852		66,933
Net cash flow out of profit	438,891		(1,273,058)
Cash flows out of operating activities
Change in other receivables	195,090		119,738
Change in accrued expense and other liabilities	(210,808)		77,362
Net cash flow out of operating activities	(15,718)		197,100
Cash flows out of investment activities
Investment in participations	(565,581)		(45,260,064)
Dissolution of participation	5,789,741		-
Goodwill paid for participations	-		(1,204,269)
Profit/(Loss) on hedging of investments in foreign currencies	334,769		(878,139)
Net cash flow out of investment activities	5,558,929		(47,342,472)
Increase/(decrease) in borrowings	(18,909,168)		30,400,940
Surrender received in exchange for no remuneration	-		7,445,845
Deemed dividend paid in cash	(1,410,508)		-
Dividends received in cash	13,934,021		10,831,624
Net cash flow out of financing activities	(6,385,655)		48,678,409
Net cash flow	(403,553)		259,979
Cash balance as of January 1	498,871		238,892
Cash balance as of December 31	95,318		498,871
	(403,553)		259,979

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 2002 2001

Average Closing Average Closing

________________ ______________ ________________ ______________

US Dollar 1.1.135

Swiss Franc 0.0.674

Russian Ruble 0.08 0.0376

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, 2001 1,137,336

Additions -

Amortization in 2,852)

Balance as at December 31, 2,484

Accumulated amortization at December 31, 2,785

Financial fixed assets

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

Participating interests Percentage EUR

December 31, 2002

Finansbank (Holland) N. V., the Netherlands 80,161,608

Finansbank (Suisse) S. A., Switzerland 100.00 48,232,872

Finansbank (Moscow) Ltd., Russia 91.43 6,986,879

Banque du Bosphore, France 20.00 4,554,264

FIBA International Financial Services Company Plc., Ireland 100.00 2,005,926

Finans Leasing S. A., Romania 52,847

Finans Management (Guernsey) Ltd., Guernsey 100.00 11,061

162,288,457

December 31, 2001

Finansbank (Holland) N. V., the Netherlands 80,538,321

Finansbank (Suisse) S. A., Switzerland 100.00 52,208,690

Finansbank (Moscow) Ltd., Russia 84.29 7,149,612

Finansbank (Malta) Ltd., Malta 100.00 6,722,211

Banque du Bosphore, France 20.00 4,464,473

FIBA International Financial Services Company Plc., Ireland 100.00 2,032,991

Finans Leasing S. A., Romania 52,779

Finans Management (Guernsey) Ltd., Guernsey 100,592

179,727,669

The movements during 2002 were as follows.

Finansbank (Holland) N. V.

EUR

Balance as at December 31, 2,538,322

Dividend received (12,413,002)

Results from participating interest 6,036,288

Balance as at December 31, 2002 100,161,608

Finansbank (Suisse) S. A.

EUR

Balance as at December 31, 2001 52,208,690

Dividend received (1,266,019)

Revaluation 1,056,581

Results from participating interest (3,766,380)

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

Finansbank (Moscow) Ltd.

On December 10, 2002 Finans International Holding N. V. purchased 7.14% ownership in the share capital of Finansbank (Moscow) Ltd., Russia.

EUR

Balance as at December 31, 2001 7,149,612

Purchase of 7.14% shares 565,581

Results from participating interest 481,497

Revaluation (1,209,811)

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

Finansbank (Malta) Ltd.

On December 17, 2001 Finans International Holding N. V. resolved to liquidate its fully owned subsidiary Finansbank (Malta) Ltd. with effect from 31 January 2002 due to the prevalent market conditions. The loss on the dissolution of EUR 932,470 of Finansbank (Malta) Ltd. is included under “result from participating interests”.

Banque du Bosphore

EUR

Balance as at December 31, 2001 4,464,473

Dividend received (255,000)

Results from participating interest 344,791

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

FIBA International Financial Services Company plc

EUR

Balance as at December 31, 2001 2,032,991

Revaluation (358,071)

Results from participating interest 331,006

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

Finans Leasing S. A., Romania

EUR

Balance as at December 31, 2,779

Revaluation (64,191)

Results from participating interest (5,741)

Balance as at December 31, 2002 335,847

Finans Management (Guernsey) Ltd.

EUR

Balance as at December 31, 2,592

Revaluation (14,578)

Results from participating interest (179,953)

Balance as at December 31, 2002 11,061

2002 2001

EUR EUR

Other receivables

Pre-paid taxes - 184,042

VAT receivable 7,662 18,710

7,662 202,752

Cash and banks

EUR EUR

Current account in EUR 86,,359

Current account in USD 8,,512

95,318 498,871

Cash and banks included current accounts with Finansbank (Holland) N. V. amounting EUR 76,: EUR 481,248).

Share capital

The changes in paid-in share capital during 2002 were as follows:

EUR EUR

Balance as at January 1 115,000,000 68,067,032

Transfer from other reserves 2,105,627 8,198,015

Transfer from revaluation reserve 1,865,323 -

Transfer from retained earnings 779,050 18,142,203

Transfer from share premium Account,592,750

Balance as at December,750,,000,000

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 (2001: 115,000,000 shares of EUR 1 each). During 2002, the Company issued 4,750,000 ordinary shares in the form of stock dividend.

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 translation differences and related hedging activities on the participating interests.

The movement in revaluation reserve during 2002 was as follows:

EUR

Balance as at January 1, 2002 3,705,279

Transfer to share capital (1,865,323)

Translation differences on the participating interests (590,069)

Results of hedging activities 334,769

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

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 2002 was as follows:

EUR

Balance as at January 1, 2002 5,347,099

Amortization of the revaluation reserve on buildings (172,678)

of Finansbank (Holland) N. V.

Transfer from retained earnings 1,615,875

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

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 2002 were as follows:

EUR

Balance as at January 1, 2002 2,105,627

Transfer to share capital (2,105,627)

Balance as at December 31, 2002 -

Retained earnings

EUR

Balance as at December 31, 2001 16,794,106

Stock dividend paid (779,050)

Transfer to legal reserves (1,443,197)

Deemed dividend paid on the purchase of Finansbank (Moscow) Ltd. shares (1,410,508)

Profit distribution 2002 2,507,077

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

Borrowings

Borrowings consist of the loans obtained from financial institutions. EUR 4,671,750 of the loans mature within one year, the remaining EUR 14,303,423 of the loans mature in 2006.

As at December 31, 2002 borrowings include loans amounting EUR 4,671,750 obtained from FIBA International Financial Services Company Plc. (2001: EUR 20,864,030).

Accrued expenses and other liabilities

2002 2001

EUR EUR

Interest payable 89,,318

Audit fee 8,000 8,000

Taxes payable 5,973 4,032

Tax advisors 2,000 2,000

105,,350

Interest payable includes accrued interest of EUR 36,002 on borrowings from FIBA International Financial Services Company Plc. (2001: EUR 210,503).

Financial instruments

Financial instruments in the balance sheet include current accounts and short-term borrowings. The estimated fair values of these instruments approximate their carrying amounts.

Contingent liabilities

As at December 31, 2002, Euro equivalent of outstanding forward foreign exchange transactions entered into for hedging purposes is EUR 51,482,: EUR 43,359,491). All transactions are entered into with Finansbank (Holland) N. V. and mature within one month.

notes to the profit and loss statement

Interest income

This item comprises interest income from current accounts with banks.

Results from participating interests

This item includes the share in the net profit or loss of participating interests on which Finans International Holding N. V. exercises a significant influence.

2002 2001

EUR EUR

Finansbank (Holland) N. V. 6,036,288 11,538,438

Finansbank (Moscow) Ltd. 481,497 (3,459,716)

Banque du Bosphore 344,,890

FIBA International Financial Services Company Plc. 331,,144

Finans Leasing S. A. (5,741) 87,674

Finans Management (Guernsey) Ltd. (179,9,447

Finansbank (Malta) Ltd. (932,4,559

Finansbank (Suisse) S. A. (3,766,380) 8,167,170

2,309,038 17,740,606

Other income

Other income includes service fee income from participating interests and from other affiliates to whom the Company provides assistance in marketing, operations and similar fields.

Interest expense

This item comprises interest expense on short-term borrowings from financial institutions. Interest expense on borrowings from FIBA International Financial Services Company Plc. Amount to EUR 551,: EUR 790,998).

Personnel expenses

2002 2001

EUR EUR

Salary costs 868,,081

Social security costs 5,078 5,895

873,928 882,976

At the end of 2002 the number of employees was: 15). In 2002 the remuneration of Management Board amounted to EUR 241,: EUR 177,253). In 2002 there was no remuneration for Supervisory Board.

2002 2001

General and administrative expenses

EUR EUR

Tax advisors 33,500 55,485

Capital tax 16,,925

Audit fees 16,050 14,228

Notary expenses 2,925 4,675

Bank charges

Other advisory costs - 14,548

Dividend tax - 8,295

Other expenses 4,

Total 74,547 415,784

Amortization expenses

This item comprises amortization expenses of intangible fixed assets.

Foreign exchange results

This item comprises differences between the foreign exchange rates prevailing on the date of transactions and the date of balance sheet.

Income taxes

2002 2001

EUR EUR

Income taxes current year - (185,178)

The corporate income tax base does not include results from participating interests for which tax exemption exists. Expenses that are related to such participating interests are not tax deductible.

The negative income tax charge in 2001 is due to the tax compensation with previous year.

Amsterdam, July 21, 2003

Supervisory Board Managing Board

Husnu M. Ozyegin Onur Umut

Omer A. Aras Sinan Sahinbas

Mehmet Gulesci E. Murat Basbay

Appropriation of profit

In accordance with article 32 of the Company’s articles of association the profit shall be at the disposal of the General meeting of shareholders.

It will be proposed to the annual meeting of shareholders that the income for the year 2002 will be transferred to the share capital. The profit distribution for the year 2002 is as follows:

EUR

Transfer to retained earnings 2,507,077

2,507,077

This proposal has been included in the financial statements

subsequent events

There are no subsequent events after the balance sheet date.

auditors’ report

Introduction

We have audited the 2002 financial statements of Finans International Holding N. V., Amsterdam. These financial statements are the responsibility of the company’s management. Our responsi­bility is to express an opinion on these financial statements based on our audit.

Scope

We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the finan­cial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the company as of December 31, 2002 and of the result for the year 2002 in accordance with accounting principles generally accepted in the Netherlands and comply with the financial reporting requirements included in Part 9, Book 2 of the Dutch Civil Code.

Amsterdam, July 21, 2003

Ernst & Young Accountants