Independent Auditors’ report and Condensed Interim Financial Statements prepared in accordance with International Financial Reporting Standards and the requirements of the Financial and Capital Market Commission for the periods ended 30 June 2006 TABLE OF CONTENTS 2 I. THE BANK’S MANAGEMENT REPORT Dear shareholders and clients! JSC “BALTIC TRUST BANK” (further in the text - “the Bank” or “BTB”) is a universal commercial credit institution, whose goal is to provide banking services to small and medium-sized companies and to individuals or households. BTB has 110 thousand private individual clients and 10 thousand corporate clients. Following a new shares emission announcement in 2005, the Bank’s charter capital was increased by 7 million LVL with a share premium of 5.6 million LVL. A total of 140,000 voting shares were issued. The nominal value of a share is 50 LVL and the share premium is 40 LVL. The capital increase provides a good foundation to meet the Bank’s strategic goals – increase its market share of the domestic bank market, including further development of lending to local clients. In comparison to the end of last year, Bank’s net assets have increased by 11% (+26 million LVL). The biggest rise took place in the loan portfolio, which grew by 24% (+21 million LVL). The Bank’s lending to corporations increased by 12 million LVL and 9 million LVL to individual households. Public deposits increased by 5% (+7 million LVL). In the first half of the year, the Bank launched public offering of a subordinated bonds issue. The Bank is the first credit institution in Latvia to issue public subordinated bonds. The total placed amount as of June 30th was 2.2 million LVL. The Bank’s net profit for the first half of 2006 constituted 2.2 million LVL, which is 2 times larger than for the first 6 months of 2005. The base of the profit growth was banking operations – lending and accounts services. Net interest income increased by 26% and net fee and commission income grew by 39%. The Bank’s net profit exceeded the plan by 37%. The Expenses to income ratio decreased to 55% (as compared to 70% a year ago). In May of 2006, JSC “BALTIC TRUST BANK” concluded an agreement to receive a syndicated loan of 16 million EUR (11 million LVL). The interest rate is Euribor + 1.10% and the loan period is 2 years, which may be extended by the lenders for another 2 years. The lead arranger of the loan is Raiffeisen Zentralbank Österreich AG, Austria. The main managers of the loan are Demir-Halk Bank (Netherlands) N.V. and Hua Nan Commercial Bank, London Branch and its participants are Dresdner Bank; Banif- Banco Internacional do Funchal, S.A.; The Export-Import Bank of the Republic of China; BRE Bank SA; HSH Nordbank AG (Copenhagen branch); Hypo Alpe-Adria-Bank International AG and Raiffeisenlandesbank Niederosterreich-Wien AG. This is the second syndicated loan received by the Bank. The first loan in the amount of 10 EUR million was repaid in April. The Bank plans to use the syndicated loan to finance medium and small enterprises. The Bank is the first credit institution in Latvia to receive a 2 years syndicated loan from RZB. Mortgage bonds issued by Bank are listed at Riga Stock Exchange. There are a total of 5 emissions, their total volume is 11.5 mln. LVL. In connection to the Group, at the 3rd of March 2006, Financial and Capital Markets Commission licenced Investment Management Company “BTB Asset Management” to manage state funded pension scheme assets (2nd level pensions). “BTB Active Plan” and “BTB Conservative Plan” were registered in June. 3 investment funds, established by “BTB Asset Management”, continue to operate. The funds aggregate assets value was 1.6 million LVL. Sincerely yours, ____________________ Oleg Boiko Chairman of the Council ____________________ Edgars Dubra Chairman of the Board Riga, 4 August 2006 3 II. INFORMATION ON THE BANK’S MANAGEMENT The Supervisory Council Name Position Election date Oleg Boiko Chairman of the Council 19.12.2003. Mikhail Parinov Deputy Chairman of the Council 01.12.2005. Vadim Naumenko Member of the Council 30.07.2004. Andrey Desiatnikov Member of the Council 27.04.2005. Saveliy Semyonov Member of the Council 27.08.1997. Alexander Kravchenko Member of the Council 26.04.2006. Gunta Linde Member of the Council 26.04.2006. Igor Kim Deputy Chairman of the Council 01.12.2005. 26.04.2006. John MC Naughton Member of the Council 01.12.2005. 26.04.2006. Resignation date Resignation date The Management Board Name Position Election date Edgars Dubra Chairman of the Board 03.05.2001. Kaspars Krauze Member of the Board 27.02.2004. Nikolay Levikov Member of the Board 27.04.2005. Andrejs Nilovs Member of the Board 25.04.2006. Ieva Racenaja Member of the Board 15.03.2005. 4 III. STATEMENT OF MANAGEMENT RESPONSIBILITY The management of JSC “Baltic Trust Bank” (“the Bank”) is responsible for the preparation of the condensed interim financial statements and ensuring the fair presentation of the financial position as at the period end, and the profit and loss and cash flows for the period then ended. While preparing the condensed interim financial statements included on pages 7 to 16 for the periods ended 30 June 2006 and 2005 and the condensed balance sheet as of 30 June 2006 and 31 December 2005, the management has applied appropriate accounting principles that are based on prudent and reasonable judgments and estimates. Appropriate accounting principles have been consistently applied. The Bank’s management is responsible for maintaining proper accounting records and ensuring the compliance of these condensed interim financial statements with the regulations of the Financial and Capital Market Commission and International Financial Reporting Standards. The management is responsible for maintaining the measures necessary for safeguarding the Bank’s assets and for the prevention and detention of fraud and other irregularities. On behalf of the Bank’s Management: ____________________ Oleg Boiko Chairman of the Council ____________________ Edgars Dubra Chairman of the Board Riga, 4 August 2006 5 INDEPENDENT AUDITORS’ REPORT To the Shareholders of JSC “Baltic Trust Bank” We have audited the accompanying condensed financial statements (page 7 to 16) of JSC “Baltic Trust Bank” (the “Bank”) and its subsidiaries (“the Group”), which comprise the condensed balance sheet as of 30 June 2006 and the related condensed statements of profit and loss, changes in equity and cash flows for the six-month period ended 30 June 2006, and a summary of significant accounting policies and other explanatory notes. These condensed interim financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these condensed interim financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing issued by the International Federation of Accountants. 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. In our opinion, the condensed interim financial statements referred to above present fairly, in all material respects, the financial position of the Bank and the Group as of 30 June 2006 and the results of its operations, changes in equity and its cash flows and for the six-month period ended 30 June 2006 in accordance with the requirements of the Financial and Capital Market Commission of the Republic of Latvia and International Financial Reporting Standards as adopted by the EU. Deloitte Audits Latvia Licence No. 43 Kenneth Taylor Hansen Authorized representative Riga, Latvia 4 August 2006 Silvija Gulbe Sworn auditor Certificate No. 142 1.00 EUR = 0.702804 LVL (000’EUR) V. CONDENSED BALANCE SHEET AND OFF – BALANCE SHEET ITEMS Notes ASSETS Cash and demand deposits with central banks 2006 31 December 2005 31 December 2005 Bank Group Bank 30 June 30 June 2006 Group 26.996 26.996 27.133 27.133 Due from credit institutions and central banks 2 120.829 120.815 131.029 128.803 Loans and receivables 3 154.774 154.774 125.080 124.942 Held for trading financial assets 5.822 6.241 4.404 4.817 Fixed-income securities 3.701 2.302 3.320 2.718 300 2.130 1.071 2.086 1.821 1.809 13 13 21.198 21.198 6.773 6.773 21.000 21.000 5.861 5.861 198 198 912 912 8.308 8.308 11.878 11.878 10.152 10.152 - - - 273 - 8.335 1.431 1.427 1.898 1.592 9.272 9.272 9.112 9.099 1.062 1.060 1.688 821 1.498 1.498 2.676 674 361.342 362.014 321.671 324.867 Shares and other non-fixed income securities Derivatives Available-for-sale financial assets Fixed-income securities Shares and other non-fixed income securities Held-to-maturity investments Non-current assets held for sale 4 Investments in subsidiaries Intangible assets Fixed assets Deferred expenses and accrued income Other assets Total assets The accompanying condensed notes on the pages 14 to 16 are an integral part of the condensed financial statements. ____________________ Oleg Boiko Chairman of the Council ____________________ Edgars Dubra Chairman of the Board Riga, 4 August 2006 7 1.00 EUR = 0.702804 LVL (000’EUR) 30 June 30 June 2006 2006 31 December 2005 31 December 2005 Group Bank Group Bank LIABILITIES Balances due to credit institutions 49.718 49.718 39.054 39.054 734 734 6 6 734 734 6 6 Financial liabilities at amortised cost 257.800 258.409 248.806 252.292 Deposits 238.668 238.953 225.335 228.579 16.170 16.317 16.357 16.599 2.962 3.139 7.114 7.114 2.443 2.442 2.277 2.271 885 885 583 583 Other liabilities 10.235 10.235 8.813 8.554 Total liabilities 321.815 322.423 299.539 302.760 Share capital 22.198 22.198 12.238 12.238 Share premium 10.347 10.347 2.379 2.379 1.699 1.699 1.699 1.699 378 378 378 378 - - (10) - Available for sale financial asset revaluation reserve (677) (677) 4 4 Accumulated profit from prior years 2.523 2.563 1.860 1.843 Profit for the current period 3.059 3.083 3.557 3.566 Minority interest - - 27 - Total capital and reserves 39.527 39.591 22.132 22.107 361.342 362.014 321.671 324.867 Financial liabilities at fair value trough profit or loss Derivatives Debt securities Subordinated liabilities Deferred income and accrued expenses Tax liabilities Capital and reserves Reserve capital and other reserves Fixed asset revaluation reserve Foreign currencies revaluation reserve Total liabilities and shareholders’ equity OFF-BALANCE SHEET ITEMS Guarantees 7.580 7.580 7.279 7.279 Other commitments 7.379 7.379 7.178 7.178 The accompanying condensed notes on the pages 14 to 16 are an integral part of the condensed financial statements. ____________________ Oleg Boiko Chairman of the Council ____________________ Edgars Dubra Chairman of the Board Riga, 4 August 2006 8 1.00 EUR = 0.702804 LVL (000’EUR) VI. CONDENSED STATEMENT OF PROFIT AND LOSS 6 months ended 30 June 2006 6 months ended 30 June 2006 6 months ended 30 June 2005 6 months ended 30 June 2005 Group Bank Group Bank Interest income 7.520 7.520 6.094 6.077 Interest expense (3.014) (3.017) (2.496) (2.504) Net interest income 4.506 4.503 3.598 3.573 Fees and commission income 4.402 4.398 3.382 3.376 Fees and commission expenses (666) (679) (703) (700) Net fee and commission income 3.736 3.719 2.679 2.676 Realised net profit from available-for-sale financial assets 423 423 - - Net profit from held for trading financial assets 236 239 (31) (31) 1.624 1.629 1.382 1.387 23 23 1 1 489 489 713 652 Administrative expenses (5.828) (5.792) (5.684) (5.638) Depreciation of fixed assets and intangible assets Gain from foreign exchange Dividends Other operating income (1.205) (1.205) (916) (915) Other operating expenses (142) (142) (128) (61) Provisions for doubtful debts (333) (333) (112) (114) 155 155 109 109 Profit before corporate income tax 3.684 3.708 1.611 1.639 Income tax (625) (625) (134) (132) Profit for the period 3.059 3.083 1.477 1.507 Basic and diluted earnings per share (LVL) 11.53 11.61 8.58 8.76 Release of provisions for doubtful debts The accompanying condensed notes on the pages 14 to 16 are an integral part of the condensed financial statements. ____________________ Oleg Boiko Chairman of the Council ____________________ Edgars Dubra Chairman of the Board Riga, 4 August 2006 9 1.00 EUR = 0.702804 LVL (000’EUR) VII. CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (THE BANK) Share capital Share premium Revaluation reserve Reserve capital and other reserves Accumulated profit / deficit Total 12.238 2.379 378 1.699 1.842 18.536 - - - - 1.507 1.507 30 June 2005 12.238 2.379 378 1.699 3.349 20.043 31 December 2005 Available for sale financial assets revaluation reserve 12.238 2.379 383 1.699 5.408 22.107 - - (682) - - (682) 9.960 7.968 - - - 17.928 Dividends - - - - (2.845) (2.845) Profit for the period - - - - 3.083 3.083 22.198 10.347 (299) 1.699 5.646 39.591 31 December 2004 Profit for the period Share emission * 30 June 2006 * Following a new shares emission announcement in 2005, the Bank’s charter capital was increased by 7 million LVL with a share premium of 5.6 million LVL. A total of 140,000 voting shares were issued. The nominal value of a share is 50 LVL and the share premium is 40 LVL. The accompanying condensed notes on the pages 14 to 16 are an integral part of the condensed financial statements. ____________________ Oleg Boiko Chairman of the Council ____________________ Edgars Dubra Chairman of the Board Riga, 4 August 2006 10 1.00 EUR = 0.702804 LVL (000’EUR) CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (THE GROUP) Share capital 31 December 2004 Minority interest Share premium Revaluation reserves Reserve capital and other reserves Accumulated profit / (deficit) 12.238 2.379 378 1.699 1.860 - 18.554 - - - - - 27 27 1.477 - 1.477 Profit for the period 30 June 2005 31 December 2005 Non-consolidation of subsidiaries Available for sale financial assets revaluation reserve Share emission * Dividends Profit for the period 30 June 2006 Minority interest Total 12.238 2.379 378 1.699 3.337 27 20.058 12.238 2.379 373 1.699 5.417 27 22.133 - - 10 - (49) (27) (66) - - (682) - - - (682) 9.960 7.968 - - - - 17.928 - - - - (2.845) - (2.845) - - - - 3.059 - 3.059 22.198 10.347 (299) 1.699 5.582 - 39.527 * Following a new shares emission announcement in 2005, the Bank’s charter capital was increased by 7 million LVL with a share premium of 5.6 million LVL. A total of 140,000 voting shares were issued. The nominal value of a share is 50 LVL and the share premium is 40 LVL. The accompanying condensed notes on the pages 14 to 16 are an integral part of the condensed financial statements. ____________________ Oleg Boiko Chairman of the Council ____________________ Edgars Dubra Chairman of the Board Riga, 4 August 2006 11 1.00 EUR = 0.702804 LVL (000’EUR) VIII. CONDENSED STATEMENT OF CASH FLOWS 6 months ended 30 June 2006 Cash flows from operations Profit before taxes Effect of non-consolidation of subsidiaries Depreciation, amortization and write down of intangible and fixed assets Increase of provision for doubtful debts Loss/ (profit)from revaluation of foreign currencies Increase in cash and cash equivalents before changes in assets and liabilities (Increase) in due from credit institutions 6 months ended 30 June 2006 6 months ended 30 June 2005 6 months ended 30 June 2005 Group Bank Group Bank 3.684 3.708 1.611 1.639 (39) - - - 1.205 1.205 916 915 178 178 3 3 (1) (7) 20 14 5.027 5.084 2.550 2.571 (2.740) (2.726) (1.659) (1.659) (Increase)/ decrease in loans and receivables (29.742) (29.880) (7.980) (7.974) (Increase)/ decrease in available-for-sale financial assets (15.107) (15.107) - - (Increase)/ decrease in held for trading financial assets (1.419) (1.424) (3.274) (3.763) (Increase)/ decrease in non-current assets held for sale (10.152) (2.048) - - 600 (265) (7) (6) (Increase) in prepaid expenses and accrued income (Increase) in other assets 1.074 (928) (36) (43) Increase/ (decrease) in due to credit institutions 10.001 10.001 11.714 11.714 Increase/ (decrease) in financial liabilities at fair value through profit or loss Increase in deposits 729 729 33 33 13.334 10.374 2.681 2.018 Increase/ (decrease) in deferred income and accrued expenses 166 171 216 213 Increase in other liabilities 1.382 1.641 2.361 2.348 Paid income tax (283) (283) (112) (111) (27.130) (24.661) 6.487 5.341 Cash from operating activities 12 1.00 EUR = 0.702804 LVL (000’EUR) 6 months ended 30 June 2005 6 months ended 30 June 2006 6 months ended 30 June 2006 Group Bank Group Bank (898) (1.212) (2.597) (1.335) - (43) - (3.860) 3.570 3.570 3.452 3.452 2.672 2.315 855 (1.743) 17.928 17.928 - - 2.962 3.138 - - (7.114) (7.114) - - (188) (282) 3.739 3.981 (2.845) (2.845) - - (27) - 27 - 10.716 10.825 3.766 3.981 Net increase in cash and cash equivalents (13.742) (11.521) 11.108 7.579 Opening balance of cash and cash equivalents 126.531 124.304 118.972 118.972 1 7 (20) (14) 112.790 112.790 130.060 126.537 Cash flows from investing activities Net purchases of fixed and intangible assets Investments in subsidiaries (purchases) (Increase)/ decrease in held-to-maturity investments (Decrease) / increase in cash and cash equivalents as a result of investing activities 6 months ended 30 June 2005 Cash flows from financial activities Shares emission Subordinated liabilities received Subordinated liabilities (paid) Fixed-income securities emission Dividends Minority interest Increase in cash and cash equivalents as a result of financial activities Net profit from exchange rate differences Closing balance of cash and cash equivalents Cash and cash equivalents include the following: 30 June 2006 Cash and claims against the Bank of Latvia 30 June 2006 30 June 2005 30 June 2005 Group Bank Group Bank 26.996 26.996 34.495 34.489 Due from credit institutions including term deposits due in less than three months 114.691 114.691 107.116 103.599 Due to credit institutions including term deposits due in less than three months (28.897) (28.897) (11.551) (11.551) Total 112.790 112.790 130.060 126.537 The accompanying condensed notes on the pages 14 to 16 are an integral part of the condensed financial statements. ____________________ Oleg Boiko Chairman of the Council ____________________ Edgars Dubra Chairman of the Board Riga, 4 August 2006 13 1.00 EUR = 0.702804 LVL (000’EUR) IX. CONDENSED NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES These condensed interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting. The accounting policies used in the preparation of the condensed interim financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2005. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (the “EU”) and general practices within the banking industry. IFRS as adopted by the EU do not currently differ from IFRS as issued by the International Accounting Standards Board (IASB), except for portfolio hedge accounting under IAS 39, which has not been adopted by the EU. The Group has determined that portfolio hedge accounting under IAS 39 would not impact the consolidated financial statements had it been adopted by the EU at the balance sheet date. Basis of Consolidation The consolidated financial statements for the year ended 31 December 2005 incorporate the financial statements of companies mentioned below: Name of company Country of incorporation Type of activity Participation, % IS “BTB Asset management” Latvia Financial services Non-profit JSC “BTB Atklātais pensiju fonds” Latvia Financial services Non-profit JSC “Baltic Trust Bank Atklātais pensiju fonds” Latvia “BTB Realty “ Latvia Real estate operations 100 “BTB Real Estate” Russia Real estate operations 99 “BTB Investment” Ukraine Real estate operations 100 100 100 Financial services 100 The consolidated financial statements for the period ended 30 June 2006 incorporate the financial statements of companies mentioned below (see Note 4): Name of company Country of incorporation Type of activity IS “BTB Asset management” Latvia Financial services Non-profit JSC “BTB Atklātais pensiju fonds” Latvia Financial services Non-profit JSC “Baltic Trust Bank Atklātais pensiju fonds” Latvia Participation, % 100 100 Financial services 100 The consolidated balances consist of all subsidiary undertakings, which are those companies in which the Group directly or indirectly has an interest of more than half of the voting rights or otherwise has power to exercise control over operations. Control is achieved where the company has the power to govern the financial and operating policies of an investee enterprise so as to obtain benefits from its activities. The subsidiaries are consolidated from the date on which effective control is acquired by the Group and are no longer consolidated from the date of disposal. All significant intercompany transactions and balances between Group enterprises are eliminated on consolidation. On consolidation, the assets and liabilities of the Group’s foreign operations are translated at the exchange rates of Bank of Latvia prevailing on the balance sheet date. Income and expenses are translated at the average exchange rates for the period. These condensed interim financial statements should be read in conjunction with the 2005 annual financial statements. Reclassification 14 1.00 EUR = 0.702804 LVL (000’EUR) The classification of certain amounts in the previous year’s financial statements have been changed to conform with the current year presentation: 31 December 2005 (as previously reported) Group Bank Reclassification Group Bank 31 December 2005 (as reclassified) Group Bank ASSETS Securities to be refinanced in central banks 13.453 13.453 (13.453) (13.453) - - Fixed income securities Shares and other non-fixed income securities Derivatives and foreign exchange contracts 7.605 7.004 (7.605) (7.004) - - 1.984 2,998 (1.984) (2.998) - - 37 37 (37) (37) - - Other assets 2.652 650 24 24 2.676 674 Held for trading financial assets - - 4.404 4.817 4.404 4.817 Available-for-sale financial assets - - 6.773 6.773 6.773 6.773 Held-to-maturity investments - - 11.878 11.878 11.878 11.878 25.731 24.142 - - 25.731 24.142 17 17 (17) (17) - - 8.802 8.543 11 11 8.813 8.554 585 583 (585) (583) - - - - 6 6 6 6 2.275 2.271 2 - 2.277 2.271 - - 583 583 583 583 11.679 11.414 - - 11.679 11.414 Total LIABILITIES Derivatives and foreign exchange contracts Other liabilities Provisions for liabilities and payments Financial liabilities at fair value trough profit or loss Deferred income and accrued expenses Tax liabilities Total 15 1.00 EUR = 0.702804 LVL 2. (000’EUR) DUE FROM CREDIT INSTITUTIONS 30 June 2006 30 June 2006 31 December 2005 31 December 2005 Group Bank Group Bank Demand Credit institutions in OECD countries 52.722 52.722 74.499 74.499 2.461 2.461 9.980 9.368 Latvian credit institutions 23.936 23.936 411 411 Total 79.119 79.119 84.890 84.278 37.292 37.278 25.216 25.196 - - 15.651 15.651 Credit institutions in the non-OECD region 2.726 2.726 3.546 1.951 Credit institutions in OECD countries 1.692 1.692 1.726 1.726 41.710 41.696 46.139 44.524 120.829 120.815 131.029 128.802 Loans and receivables by term are comprised as follows: 30 June 2006 30 June 2006 31 December Credit institutions in the non-OECD region Term Latvian credit institutions Bank of Latvia Total Total demand and term 3. LOANS AND RECEIVABLES 2005 31 December 2005 Private companies 81.226 81.226 66.306 66.190 Loans to private individuals 56.626 56.626 42.818 42.796 State companies and municipalities 18.052 18.052 17.553 17.553 Total loans and receivables 155.904 155.904 126.677 126.539 Provisions for doubtful debts (1.130) (1.130) (1.597) (1.597) 154.774 154.774 125.080 124.942 Net value of loans and receivables 4. NON-CURRENT ASSETS HELD FOR SALE In June 2006 the management of the Group decided to sale the following subsidiaries: “BTB Realty” (Latvia), “BTB Real Estate” (Russia) and “BTB Investment” (Ukraine). As at the moment of signing these financial statements sale agreements of subsidiaries were in the process of their agreeing with client. Based on this fact the subsidiaries mentioned above are presented under non-current assets held for sale as of 30 June 2006 and their balances and financial performance for the period ended 30 June 2006 is not consolidated. * * * * * 16