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TBCG Tbc Bank Group Plc

3,450.00
145.00 (4.39%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Tbc Bank Group Plc LSE:TBCG London Ordinary Share GB00BYT18307 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  145.00 4.39% 3,450.00 3,425.00 3,430.00 3,430.00 3,290.00 3,290.00 51,229 16:35:21
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

TBC Bank Group PLC Half-year Report (4729O)

21/08/2017 7:00am

UK Regulatory


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RNS Number : 4729O

TBC Bank Group PLC

21 August 2017

TBC BANK GROUP PLC ("TBC Bank")

1H 2017 AND 2Q 2017 Unaudited Financial Results

The information contained in this announcement and in the appendices is unaudited and does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 or interim financial statements in accordance with International Accounting Standard 34 'Interim Financial Reporting'. Statutory accounts for the year to 31 December 2016 were approved by the Board of Directors on 31 March 2017, published on 3 April 2017, and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain any statement under Section 498 of the Companies Act 2006.

This statement provides a summary of the unaudited business and financial trends for the six months ended 30 June 2017 for TBC Bank Group plc and its subsidiaries. Quarterly financial information and trends are unaudited and also not subject to the interim review. Unless otherwise stated, references to results in previous periods and other general statements regarding past performance refer to the business results for the same period in 2016.

Forward-Looking Statements

This document contains forward-looking statements; such forward-looking statements contain known and unknown risks, uncertainties and other important factors, which may cause actual results, performance or achievements of TBC Bank Group PLC( "the Bank" or the "Group") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on numerous assumptions regarding the Bank's present and future business strategies and the environment in which the Bank will operate in the future. Important factors that, in the view of the Bank, could cause actual results to differ materially from those discussed in the forward-looking statements include, among others, the achievement of anticipated levels of profitability, growth, cost and recent acquisitions, the impact of competitive pricing, the ability to obtain necessary regulatory approvals and licenses, the impact of developments in the Georgian economic, political and legal environment, financial risk management and the impact of general business and global economic conditions.

None of the future projections, expectations, estimates or prospects in this document should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects are based are accurate or exhaustive or, in the case of the assumptions, entirely covered in the document. These forward-looking statements speak only as of the date they are made, and subject to compliance with applicable law and regulation the Bank expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in the document to reflect actual results, changes in assumptions or changes in factors affecting those statements.

Certain financial information contained in this presentation has been extracted from the Group's unaudited management accounts and financial statements. The areas in which management accounts might differ from International Financial Reporting Standards and/or U.S. generally accepted accounting principles could be significant and you should consult your own professional advisors and/or conduct your own due diligence for complete and detailed understanding of such differences and any implications they might have on the relevant financial information contained in this presentation. Some numerical figures included in this report have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables might not be an arithmetic aggregation of the figures that preceded them.

Second Quarter and First Half of 2017 Unaudited Financial Results Conference Call

TBC Bank Group PLC ("TBC PLC") will release its second quarter and first half of 2017 unaudited financial results on Monday, 21 August 2017 at 7am BST (10am GET).

On that day, Vakhtang Butskhrikidze, CEO, and Giorgi Shagidze, CFO, will host a conference call to discuss the results.

   Date & time:       Monday, 21 August at 14.00 (BST) / 15.00 (CEST) / 9.00 (EDT) 

Please dial-in approximately 5 minutes before the start of the call quoting the password TBC Bank:

 
Password:                        TBC Bank 
UK Toll Free:                    0808 109 0700 
                                 +44 (0) 20 3003 
Standard International Access:    2666 
USA Toll Free:                   1 866 966 5335 
New York New York:               +1 212 999 6659 
Russia Toll Free:                8 10 8002 4902044 
                                 +7 (8) 495 249 
Moscow:                           9843 
 
 
Replay Numbers 
Replay Passcode:                 9565892 
UK Toll Free:                    0800 633 8453 
                                 +44 (0) 20 8196 
Standard International Access:    1998 
USA Toll Free:                   1 866 583 1035 
Russia Toll Free:                8 10 8002 4832044 
                                 +7 (8) 495 249 
Moscow:                           9840 
 

Contacts

 
 Sean Wade                       Anna Romelashvili                       Investor Relations 
  Director of International       Head of Investor                        Department 
  Media and IR                    Relations 
 
  E-mail: SWade@Tbcbank.com.ge    E-mail: ARomelashvili@Tbcbank.com.ge    E-mail: ir@tbcbank.com.ge 
  Web: www.tbcgroupbank.com       Web: www.tbcgroupbank.com               Web: www.tbcgroupbank.com 
  Tel: +44 (0) 7464               Tel: +(995 32)                          Tel: +(995 32) 
  609025                          227 27 27                               227 27 27 
  Address: 68 Lombard             Address: 7 Marjanishvili                Address: 7 Marjanishvili 
  St, London EC3V                 St. Tbilisi, Georgia                    St. Tbilisi, Georgia 
  9LJ, United Kingdom             0102                                    0102 
 

Table of Contents

2Q and 1H Results Announcement

TBC Bank - Background

Financial Highlights

Recent Developments

Letter from the Chief Executive Officer

Economic Overview..

Results Overview 1H and 2Q 2017

Income Statement Discussion

Balance Sheet Discussion

Results by Segments and Subsidiaries

Annexes

Principal Risks and Uncertainties

Statement of Directors' Responsibilities

Unaudited Condensed Consolidated Interim Financial Information

TBC BANK Group PLC ("TBC Bank")

TBC Bank Announces 1H 2017 and 2Q 2017 Consolidated Results:

Underlying(1) Net Profit for 1H 2017 up by 45.6% YoY to GEL 184.4 million

Underlying(1) Net Profit for 2Q 2017 up by 37.2% YoY to GEL 86.3 million

The European Union Market Abuse Regulation EU 596/2014 requires TBC Bank Group PLC to disclose that this announcement contains Inside Information, as defined in that Regulation

TBC Bank - Background

These unaudited financial results are presented for TBC Bank Group PLC ("TBC Bank" or "the Group"), which was incorporated on 26 February 2016 as the ultimate holding company for JSC TBC Bank Georgia. TBC Bank became the parent company of JSC TBC Bank Georgia on 10 August 2016, following the Group's restructuring. As this was a common ownership transaction, the results have been presented as if the Group existed at the earliest comparative date as allowed under the International Financial Reporting Standards ("IFRS") as adopted by the European Union. TBC Bank successfully listed on the London Stock Exchange's premium listing on 10 August 2016.

In 4Q 2016, TBC Bank acquired Bank Republic which has been consolidated into the Group's results.

Results reported below prior to 30 September 2016 relate to the group previously headed by JSC TBC Bank Georgia.

TBC Bank is the largest banking group in Georgia. Following the acquisition of Bank Republic in late 2016, TBC Bank became the country's leading universal bank, accounting for 36.3% market share by total assets, where 99.7% of its business is concentrated. TBC Bank offers retail, corporate, and MSME banking nationwide.

Financial Highlights

2Q 2017 P&L Highlights

-- Underlying[1] net profit amounted to GEL 86.3 million (2Q 2016: GEL62.9 million; 1Q 2017: GEL 98.1 million)

-- Reported net profit amounted to GEL 79.9 million (2Q 2016: GEL 80.5 million; 1Q 2017: GEL 96.6 million)

-- Underlying(1) return on equity (ROE) amounted to 20.4% (2Q 2016: 19.9%; 1Q 2017: 24.6%)

-- Reported return on equity (ROE) amounted to 18.9% (2Q 2016: 25.5%; 1Q 2017: 24.2%)

-- Underlying(1) return on asset (ROA) amounted to 3.2% (2Q 2016:3.8%; 1Q 2017:3.7%)

-- Reported return on asset (ROA) amounted to 3.0% (2Q 2016:4.9%; 1Q 2017: 3.7%)

-- Total operating income for the period was up by 32.9% YoY (up by 9.1% YoY to GEL 170.1 million without the Bank Republic estimated contribution) and by 1.8% QoQ to GEL 207.1 million

-- Underlying(1) cost to income ratio stood at 41.2% (2Q 2016: 41.7%; 1Q 2017: 39.8%)

-- Reported cost to income was 44.9% (2Q 2016: 45.1%; 1Q 2017: 40.8%)

-- Cost of risk on loans stood at 1.3% and increased by 0.2 pp YoY. QoQ cost of risk remained stable at constant currency rate

-- Net interest margin (NIM) stood at 6.8% in 2Q 2017, down by 1.1 pp YoY and up by 0.2 pp QoQ

-- Risk adjusted net interest margin (NIM) stood at 5.3% in 2Q 2017(2Q 2016: 6.7%; 1Q 2017: 5.1%)

1H 2017 P&L Highlights

-- Underlying(1) net profit was up by 45.6% YoY to GEL 184.4 million, delivering ROE without one-offs of 22.5% (1H 2016: 20.4%)

-- Reported net profit was up by 26.7% YoY to GEL176.4 million, delivering ROE of 21.5% (1H 2016: 22.5%)

-- Underlying(1) ROA was 3.5% (1H 2016: 3.8%)

-- Reported ROA was 3.3% (1H 2016: 4.2%)

-- Total operating income for the period was up by 36.4% YoY to GEL 410.6 million (up by 11.4% YoY to GEL 335.3 million without the Bank Republic estimated contribution effect)

-- Underlying(1) cost to income ratio stood at 40.5% (1H 2016: 41.0%)

-- Reported cost to income stood at 42.8% (1H 2016: 44.7%)

-- Cost of risk on loans stood at 1.1% unchanged from 1H 2016

-- Net interest margin (NIM) stood at 6.7% (1H 2016: 7.8%)

-- Risk adjusted net interest margin (NIM) stood at 5.3% (1H 2016: 6.5%)

Balance Sheet Highlights as at 30 June 2017

-- Total assets reached GEL 11,280.8 million as of 30 June 2017, up by 66.6% YoY and 8.9% QoQ

-- Gross loans and advances to customers stood at GEL 7,386.4 million as of 30 June 2017, up by 56.8% YoY (up by 30.8% YoY to 6,160.4 million without the Bank Republic estimated contribution effect) and up by 3.7% QoQ

-- Net loans to deposits + IFI funding stood at 90.6% and Net Stable Funding Ratio (NSFR) stood at 129%

-- NPLs stood at 3.4%, down by 1.3 pp YoY and stable QoQ

-- NPLs coverage stood at 84.3%, (at 219.3% with collateral) (31 March 2017: 84.6%; 30 June 2016: 85.6%)

-- Total customer deposits stood at GEL 6,666.4 million as of 30 June 2017, up by 56.1% YoY (up by 43.3% YoY to 6,116.9 million without the Bank Republic estimated contribution) and up by 9.8% QoQ

-- Regulatory tier I and total capital adequacy ratios stood at 10.8% and 14.6% respectively

Market Shares[2]

-- Market share in total assets stood at 36.3% up by 10.4 pp YoY and down by 0.1 pp QoQ

-- Market share in total loans was 38.0% as of 30 June 2017, up by 9.8 pp YoY and up by 0.3 pp QoQ

-- In terms of individual loans, the Bank had a market share of 40.8% as of 30 June 2017, up by 9.4 pp YoY and down by 1.0% QoQ. The market share for legal entity loans was 34.9% up by 9.7 pp YoY and up by 1.5 pp QoQ

-- Market share of total deposits stood at 39.8% as of 30 June 2017, up by 10.6 pp YoY and up by 2.3 pp QoQ

-- The Bank maintains its longstanding leadership in individual deposits with a market share of 40.2% up by 5.7 pp YoY and up by 0.1 pp QoQ. In terms of legal entity deposits, TBC Bank holds a market share of 39.4%, up by 16.1 pp YoY and up by 4.9 pp QoQ

Recent Developments

TBC Bank Group PLC is included in FTSE 250 Index

-- TBC Bank Group PLC joined the FTSE 250 Index on 19 June 2017

TBC Bank wins several awards

-- TBC Bank won two country and four regional awards (CEE) in Digital Banking assigned by Global Finance Magazine:

- Best Consumer and Corporate Digital Bank in Georgia

- Best Integrated Consumer and Corporate Bank Site in Central and Eastern Europe (CEE)

- Best in Social Media and Best Mobile Banking App for Corporate in the CEE region

-- TBC Bank was named the Best Bank in Georgia by Euromoney in its Awards for Excellence for 2017. The bank received this prestigious award for the sixth time.

TBC Bank attracted GEL 45 million from Symbiotics

-- TBC Bank Group PLC's subsidiary, JSC TBC Bank and Symbiotics (through its MSME Bond Platform) completed a transaction amounting to GEL 45 million (USD 18.5 million). The 3-year local currency facility will enable TBC Bank to finance micro, small and medium-sized enterprises in Georgia

Additional Information Disclosure

Additional historical information for certain P&L, balance sheet and capital items and on asset quality is disclosed on our Investor Relations website on http://tbcbankgroup.com/ under Financial Highlights section.

Letter from the Chief Executive Officer

I am pleased to report another set of strong financial results and to update you on recent favorable economic developments.

In the second quarter of 2017, we recorded an underlying(1) consolidated net profit of GEL 86.3 million (reported net profit amounted to GEL 79.9 million). Our return on equity excluding one-off costs related to the Bank Republic integration was 20.4% (18.9% including one-off costs), while return on assets excluding one-off costs stood at 3.2% (3.0% including one-off costs). Over the same period, the net interest margin reached 6.8%, marking an increase by 0.2 pp quarter-on-quarter driven by a rise in loan yields by 0.5 pp to 12.4%. Our financial performance was further strengthened by a growth in net fee and commission income which increased by 34.4% or 26.2% year-on-year without the Bank Republic's estimated effect. At the same time, our cost to income ratio excluding one-off costs stood at 41.2% (44.9% with one-off costs).

In terms of balance sheet growth, we have achieved strong results in terms of both loans and deposits. Our loan book grew by 30.8% year-on-year without Bank Republic, or by 56.8% with Bank Republic, while our deposit portfolio increased by 43.3% year-on-year without Bank Republic, or by 56.1% with Bank Republic. The growth was recorded across all segments and, as a result, our market share in loans and deposits reached 38.0% and 39.8% respectively.

We continue to maintain sound asset quality and strong capital adequacy and liquidity levels. As of 30 June 2017, our non-performing loan ratio was 3.4%, down by 1.3 pp on a year-on-year basis, while our non-performing coverage ratio stood at 84% or 219% including collateral. At the same time, our total capital adequacy ratio (CAR) per Basel II/III regulation stood at 14.6% compared to the minimum requirement of 10.8%, and our regulatory tier I ratio stood at 10.8% compared to the minimum requirement of 8.5%. Net loans to deposits + IFI funding stood at 90.6% and the net stable funding ratio (NSFR) stood at 129%.

The macroeconomic outlook is encouraging and continues to outperform the government's initial annual GDP growth projection of 4.0% for 2017. It is also supported by an improved economic environment in the region. According to the initial estimates of National Statistics Office of Georgia, GDP growth reached 4.5% for 1H 2017. Export of goods grew steadily in the reporting period, increasing by 30.1% year-on-year, while remittances rose by 19.7% year-on-year. The tourism sector also confirmed a positive trend as the number of tourists recorded an annual growth of 29.1%. As of June 2017, annual inflation stood at 7.1% due to the one-off increase in administered prices related to the introduction of the excise taxes from January 2017 and higher commodity prices. In the same period, the core inflation was 4.5%.

Accelerated economic development and a stable currency rate in 2Q 2017 continue to underpin sound growth in the banking sector. As a result, total banking loans increased by 14.8%[3] YoY as of 30 June 2017. Also, the National Bank of Georgia's de-dollarisation initiatives introduced from the beginning of this year proved to be successful as we continued to see a positive trend in the reduction of the dollarization level in the banking sector.

In terms of operating performance, usage of our digital channels continue to grow, especially mobile banking. In the second quarter of 2017, the number of transactions conducted via mobile banking was 1.5 times higher than those via internet banking and the number of mobile banking-only users reached approximately 100,000, marking a 29% increase quarter-on-quarter. We also continue to actively enhance our Chat Bot capabilities with the recent addition of new feature-P2P transfers.

Finally, I am also pleased to announce that TBC Bank has won two country and four regional awards in Digital Banking assigned by Global Finance in recognition of our continued innovation in our digital capabilities. TBC Bank has been named Best Consumer and Corporate Digital Bank in Georgia; Best Integrated Consumer and Corporate Bank Site in Central and Eastern Europe (CEE). We are also proud to be awarded for the first time Best Bank in Social Media and Best Mobile Banking App for Corporate in the CEE region. Furthermore, Euromoney Magazine assigned to TBC Bank "the Best Bank in Georgia Award for 2017," acknowledging our efforts to provide the best customer experience in Georgia, develop the best multichannel capabilities in the region, and continue to deliver superior financial results.

Outlook

The favorable macroeconomic conditions combined with our leading positions in the market lay a strong foundation for our future growth prospects. Thus, we would like to reiterate our targets: ROE above 20%, cost to income ratio below 40%, dividend pay-out ratio at 25-35% and loan book growth at c.15% and tier 1 capital adequacy ratio around 10.5%. At the same time, we will continue to focus on extracting cost synergies after the successful integration of Bank Republic; and continue to further enhance our multichannel capabilities, superior customer experience, as well as utilising our cross selling opportunities to increase net fee and commission income and product per customer ratio[4].

Economic Overview

Information set out below relating to the broad economic overview in 2Q 2017, sets the context for TBC Bank's operating activities and financial results. Around 99% of TBC Bank's operations take place in Georgia and, although developments in the CEE, CIS as well as immediate Caucasus region are an important factor in the regional business climate, the bank's performance is therefore largely affected by the developments in the Georgian economy.

The economic growth continues to outperform the initial projections for 2017. Initial estimates show that in 1H 2017 GDP growth averaged 4.5%, compared to the forecast for the whole year of 3.5% and 4% by the International Monetary Fund (IMF) and the Georgian government respectively. The improvement in economic growth in the 1Q 2017 was broad-based across almost all sectors of the economy. Construction (+21.6% YoY), manufacturing (+6.2% YoY) and transport and communications sector (+7.3% YoY) were the major drivers of growth in 1Q 2017. Growth remained robust in Hotels and Restaurants (+8.3%), Financial Sector (+6.8% YoY), Real estate (+6.3%) while most of the other sectors of the economy also increased in real terms in 1Q 2017 compared to the same period last year.

The favourable external environment continues to underpin growth in export, tourism and remittances inflows. The regional setting improved markedly since the end of 2016, with the economies of all of major trading partners showing improvements in growth rates compared to the 2016 figures.

The current account deficit showed sizeable improvement, in 1Q 2017 the deficit to GDP ratio stood at 11.8%, down from 13.5% in the same period of the previous year. Sharp growth in export inflows (+4.8% of GDP YoY) almost fully balanced for the increased imports and the trade balance in goods worsened slightly by 0.1% of GDP YoY. The significant growth of tourism inflows boosted the trade balance in services from 8.3% in 1Q 2016 to 10.5% in 1Q 2017. Transfers also went up by 1.2% of GDP YoY in 1Q 2017, largely offsetting the decrease of the income account by 1.4% of GDP. Major positive components of current account balance maintained growth trends, implying that it improved further in 2Q 2017.

Annual growth of exports of goods remained at an impressive 30% in 2Q 2017, with the 1H 2017 export growth figure averaging 30.1% YoY. Export growth has been solid to EU countries, recording a +30.4% YoY in 1H 2017. The sharpest rise in export was registered towards CIS markets (+61.2% YoY), partly to be explained by the low base registered in previous years, as in 2015-2016 exports contracted the most towards this region. Exports to other states increased by a relatively modest 8.7%. However, it is worth highlighting that export to China continues impressive growth, in 1H exports to this market was up by 34% YoY, making China the second largest destination for Georgian exports. Free trade agreement with China is expected to enter into force by the end of 2017 further improving growth potential of Georgian exports to the largest market of the world.

From the goods perspective, traditional export commodities such as ferro-alloys (+106.1% YoY), wines (+53% YoY), other spirits (+27.4% YoY) and mineral waters (+16% YoY) contributed the most to the export growth in 1H 2017. In addition, the increase of copper ores re-export (+46.1% YoY), medications (+37.8% YoY) and cars (+13% YoY) also supported the export figures.

Some setbacks in oil and metal commodities' prices, a sharper reduction in imports of passenger cars, resulted in a slower annual import growth in 2Q 2017 (+3.6% YoY), compared to previous quarter (+15.1% YoY). As a result of the lower growth of imports, the trade balance improved by 6.7% YoY or by about USD 90 mln in 2Q 2017.

Overall in 1H 2017 imports of goods increased by 8.8% YoY, mostly due to the higher imports of petroleum products and medicaments. Growth of imports was fully offset by expanding exports, in 1H 2017 trade balance remained broadly unchanged (-0.2% YoY) on an annual basis.

The tourism industry maintained impressive growth rates, in 1H 2017 the number of tourists increased by 29.1% YoY while money inflows from the tourism grew by an estimated 26.2% YoY to USD 1.1 billion.

The positive trend was confirmed by the remittances inflow which in 2Q increased by 17.6% YoY, following a 22.3% YoY increase in 1Q 2017. This growth was primarily driven by growth of transfers from Israel (+102.2% YoY), Russia (+14.5% YoY), Turkey (+24.8% YoY), USA (+16.6% YoY) and Italy (+11.1% YoY).

The improved external inflows enabled the National Bank of Georgia ("NBG") to start refilling its international reserves. In 2Q 2017 the NBG purchased about USD 90 million on the foreign exchange market to remove excessive appreciating pressure on the GEL exchange rate. In 2Q 2017 USD/GEL exchange rate appreciated by 1.5% QoQ, while in the same period the GEL depreciated by 4.5% against the EUR.

As expected at the beginning of 2017, the headline inflation exceeded the target due to the one-off increase in administered prices related to the introduction of the excise taxes from January 2017 as well as higher commodity prices on the global markets. As of June 2017, annual inflation stood at 7.1% while core[5] inflation remained close to target at 4.5% over the same period. Direct impact of increased excise taxes on tobacco, petroleum and higher oil prices on CPI inflation stood at c. 2.7 pp, which should gradually decrease by the end of 2017. The NBG tightened the policy rate modestly to 7% in early May, from 6.5% of end-2016, and left it unchanged during the following two monetary policy committee meetings, announcing that the current level of policy rate, was enough to ensure that inflation would move to the 3% target starting from next year. Over the medium term the refinancing rate is expected to gradually align closer to its long run neutral rate of 5-6%.

In order to ensure fiscal sustainability after the significant profit tax reform, the government has taken the number of steps, including the increase of excise taxes on petroleum, cars, tobacco and imposing stricter controls to current spending In 1H 2017 fiscal deficit stood at an estimated 1.3% of GDP, 1.8 pp lower compared to the same indicator of the last year. Narrower fiscal deficit reflects better-than-expected economic growth as well as a more prudent management of current and social spending by the government. Approval of IMF's 3 year program in the first half of 2017 is an additional factor ensuring the public finances will remain healthy over the medium term.

To sum up, the improved external environment, coupled with a more active public infrastructure spending and gradual improvement in consumer and business([6]) expectations lays the foundations for the economy to outperform the initial expectation for the FY 2017 making Georgia one of the top performers compared to CIS and or CEE region in 2017 in terms of economic growth rates.

Results Overview 1H and 2Q 2017

 
 Income Statement 
  Highlights 
 
 in thousands           1H'17      1H'16     Change    2Q'17     1Q'17     2Q'16    Change    Change 
  of GEL                                       in                                     YoY       QoQ 
                                                % 
 Net Interest 
  Income               292,074    216,538    34.9%    149,742   142,333   107,654    39.1%     5.2% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 Net Fee and 
  Commission Income     55,217     39,683    39.1%    28,741    26,477    21,385     34.4%     8.6% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 Other Operating 
  Non-Interest 
  Income                63,283     44,771    41.3%    28,611    34,672    26,840     6.6%     -17.5% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 Provisioning 
  Charges              -43,375    -28,669    51.3%    -25,717   -17,658   -14,329    79.5%    45.6% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 Operating Income 
  after Provisions 
  for Impairment       367,200    272,323    34.8%    181,377   185,823   141,550    28.1%    -2.4% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 Operating Expenses    -175,850   -134,668   30.6%    -92,929   -82,920   -70,369    32.1%    12.1% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 Profit Before 
  Tax                  191,350    137,655    39.0%    88,447    102,903   71,181     24.3%    -14.0% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 Income Tax Expense    -14,936     1,582      NMF     -8,590    -6,345     9,359    -191.8%   35.4% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 Profit for the 
  Period               176,415    139,237    26.7%    79,857    96,558    80,540     -0.8%    -17.3% 
--------------------  ---------  ---------  -------  --------  --------  --------  --------  ------- 
 
 
 Balance Sheet 
  and Capital Highlights 
 
                                  Jun-17               Mar-17         Change        Jun-16         Change 
                                                                       QoQ                          YoY 
 In Millions                  GEL        USD       GEL        USD                GEL       USD 
-------------------------  ---------  --------  ---------  --------  -------  --------  --------  ------- 
 Total Assets               11,280.8   4,686.3   10,362.6   4,237.9    8.9%    6,772.2   2,891.3   66.6% 
 Gross Loans                7,386.4    3,068.5   7,121.0    2,912.3    3.7%    4,711.1   2,011.3   56.8% 
 Customer Deposits          6,666.4    2,769.4   6,070.8    2,482.8    9.8%    4,269.8   1,822.9   56.1% 
 Total Equity               1,690.5     702.3    1,680.5     687.3     0.6%    1,314.9    561.4    28.6% 
 Regulatory Tier 
  I Capital                 1,282.9     532.9    1,115.2     456.1    15.0%     999.2     426.6    28.4% 
 Regulatory Total 
  Capital                   1,732.8     719.8    1,472.7     602.3    17.7%    1,241.5    530.0    39.6% 
 Regulatory Risk 
  Weighted Assets           11,866.0   4,929.4   9,878.1    4,039.8   20.1%    7,912.5   3,378.1   50.0% 
-------------------------  ---------  --------  ---------  --------  -------  --------  --------  ------- 
 
 
 Key Ratios            1H'17   1H'16   Change   2Q'17   1Q'17   2Q'16   Change   Change 
                                         in                               YoY      QoQ 
                                          % 
 ROE                   21.5%   22.5%   -1.0%    18.9%   24.2%   25.5%   -6.6%    -5.3% 
 ROA                   3.3%    4.2%    -0.9%    3.0%    3.7%    4.9%    -1.9%    -0.7% 
 Pre-Provision 
  ROE                  26.9%   27.1%   -0.2%    25.1%   28.7%   30.0%   -4.9%    -3.6% 
 Cost to Income        42.8%   44.7%   -1.9%    44.9%   40.8%   45.1%   -0.2%     4.1% 
 Cost of Risk          1.1%    1.1%     0.0%    1.3%    0.9%    1.1%     0.2%     0.4% 
 NPL to Gross Loans    3.4%    4.7%    -1.3%    3.4%    3.4%    4.7%    -1.3%     0.0% 
 Regulatory Tier 
  1 CAR                10.8%   12.6%   -1.8%    10.8%   11.3%   12.6%   -1.8%    -0.5% 
 Regulatory Total 
  CAR                  14.6%   15.7%   -1.1%    14.6%   14.9%   15.7%   -1.1%    -0.3% 
 Leverage (Times)       6.7     5.2     1.5      6.7     6.2     5.2     1.5      0.5 
--------------------  ------  ------  -------  ------  ------  ------  -------  ------- 
 

Income Statement Discussion

 
 Net Interest 
  Income 
 
 In thousands          1H'17     1H'16    Change    2Q'17     1Q'17     2Q'16    Change   Change 
  of GEL                                    in                                     YoY      QoQ 
                                             % 
-------------------  --------  --------  -------  --------  --------  --------  -------  ------- 
 Loans and 
  Advances to 
  Customers           438,753   302,373   45.1%    223,665   215,089   147,908   51.2%     4.0% 
 Investment 
  Securities 
  Available 
  for Sale            19,088    12,181    56.7%    10,286     8,801     5,127    100.6%   16.9% 
 Due from Other 
  Banks                4,908     2,536    93.6%     3,157     1,752     1,281    146.5%   80.2% 
 Bonds Carried 
  at Amortized 
  Cost                15,250    16,215    -6.0%     7,809     7,440     8,335    -6.3%     5.0% 
 Investment 
  in Leases            9,667     7,721    25.2%     4,981     4,686     3,516    41.7%     6.3% 
 Interest Income      487,667   341,026   43.0%    249,898   237,769   166,167   50.4%     5.1% 
-------------------  --------  --------  -------  --------  --------  --------  -------  ------- 
 Customer Accounts    108,411   70,453    53.9%    54,560    53,852    34,674    57.3%     1.3% 
 Due to Credit 
  Institutions        68,952    38,465    79.3%    36,589    32,363    16,266    124.9%   13.1% 
 Subordinated 
  Debt                17,187    14,716    16.8%     8,502     8,685     7,206    18.0%    -2.1% 
 Debt Securities 
  in Issue             1,042      855     21.8%      505       536       366     38.1%    -5.8% 
 Interest Expense     195,592   124,488   57.1%    100,157   95,436    58,512    71.2%     4.9% 
-------------------  --------  --------  -------  --------  --------  --------  -------  ------- 
 Net Interest 
  Income              292,074   216,538   34.9%    149,742   142,333   107,654   39.1%     5.2% 
-------------------  --------  --------  -------  --------  --------  --------  -------  ------- 
 
 Net Interest 
  Margin               6.7%      7.8%     -1.1%     6.8%      6.6%      7.9%     -1.1%     0.2% 
-------------------  --------  --------  -------  --------  --------  --------  -------  ------- 
 

1H 2017 to 1H 2016 Comparison

In 1H 2017, net interest income grew by 34.9% YoY to GEL 292.1 million (GEL 234.5 million without the Bank Republic estimated contribution effect), resulting from a 43.0% higher interest income and 57.1% higher interest expense.

Without the Bank Republic estimated contribution effect, interest income increased by GEL 55.8 million, or 16.4% YoY, mainly driven by a higher interest income from loans to customers by GEL 51.5 million, or 17.0%, which is primarily related to the 30.8% gross loan portfolio increase. An increase in interest income from investment securities (comprising both investment securities available for sale and bonds carried at amortized cost) of GEL 1.0 million, or 3.5% also contributed to the overall increase. This resulted primarily from the large rise in the respective portfolio. This effect was magnified by a higher net interest income from due from other banks by GEL 1.4 million or 55.9%, which was caused by the large increase in respective portfolio.

The Bank Republic effect mainly contributed a GEL 84.9 million, or 19.4%, to the interest income from loans and advances to customers, which totaled GEL 438.8 million in 1H 2017, and GEL 4.9 million, or 25.9%, to interest income from investment securities, which totaled GEL 19.1 million in 1H 2017. As a result, the overall Bank Republic estimated contribution effect was GEL 90.8 million, or 18.6%, to the interest income.

Loan yields declined over the same period from 13.5% to 12.1%. The drop was driven by a decrease in rates on FC-denominated loans, from 10.2% to 9.3%, as well as by decline in GEL-denominated loans rates from 19.6% to 16.9%. The decline of yields on investment securities, from 9.2% to 7.9%, over the same period is related to a lower average refinance rate in the country in 1H 2017 compared to 1H 2016. As a result, the yields on average interest earning assets dropped from 12.3% in 1H 2016 to 11.1% in 1H 2017.

In the reporting period, without the Bank Republic estimated contribution effect, interest expense increased by GEL 38.5 million, or 30.9% YoY. The rise was mainly due to a higher interest expense on due to customer accounts by GEL 23.1 million, or 32.8%, and due to credit institutions by GEL 14.1 million or 36.7%. The increase in interest expense on customer accounts primarily resulted from the 56.1% rise in the respective portfolio. The increase in interest expense on due to credit institutions was driven by the large increase in portfolio.

The Bank Republic estimated contribution effect added a GEL 14.8 million, or 13.7%, to the interest expense on customer accounts, which amounted GEL 108.4 million in 1H 2017 and GEL 16.4 million or 23.7% to interest expense on interest expense due to credit institutions, which amounted GEL 69.0 million. As a result, the overall Bank Republic contribution effect was a GEL 32.6 million, or 16.7%, to the interest expense.

The cost of deposits decreased by 0.1 pp to 3.4% in 1H 2017. The cost of borrowing dropped to 6.3% compared to 8.1% in 1H 2016. This was mainly due to the 3.2 pp decrease in rates on Lari-denominated borrowings and the 0.8 pp decrease in rates on FC-denominated borrowings. As a result, the cost of funding ratio declined by 0.3 pp to 4.4% in 1H 2017.

Consequently, NIM was 6.7% in 1H 2017, compared to 7.8% in 1H 2016.

2Q 2017 to 2Q 2016 Comparison

In 2Q 2017, the net interest income increased by GEL 42.1 million, or 39.1% YoY to GEL 149.7 million (GEL 119.5 million without the Bank Republic estimated contribution effect), as a result of a GEL 83.7 million, or 50.4%, increase in interest income and a GEL 41.6 million, or 71.2%, rise in interest expense, compared to 2Q 2016.

Without the Bank Republic estimated contribution effect, the GEL 38.8 million growth, or 23.3% YoY, increase in interest income was mainly due to a GEL 33.3 million, or 22.5%, increase in interest income from loans. This in turn was due to the 30.8% rise in the loan portfolio. The gain in interest income was also driven by the growth in interest income from investment securities (comprising both investment securities available for sale and bonds carried at amortized cost) by GEL 3.3 million, or 20.6%, which resulted from the significant increase in respective portfolio.

The Bank Republic estimated contribution effect added a GEL 42.5 million, or 19.0%, to the interest income from loans and advances to customers, which amounted GEL 223.7 million in 2Q 2017. It is also added GEL 1.9 million, or 10.3%, to interest income from investment securities, which amounted to GEL 18.1 million in 2Q 2017. Consequently, the overall Bank Republic contribution effect was a GEL 45.0 million, or 18.0%, to the interest income. In the reporting period loan yields declined from 13.3% to 12.4% resulting from the decrease in FC rates from 9.9% to 9.5% and decrease in GEL rates from 19.8% to 17.0%. The decrease in yields on investment securities, by 1.3 pp to 7.8%, is in line with the refinance rate decrease. Consequently, these changes led to the decrease in yields on average interest earning assets from 12.2% in 2Q 2016 to 11.3% in 2Q 2017.

Without the Bank Republic estimated contribution effect, interest expense amounted to GEL 86.0 million, marking as increase of GEL 27.5 million, or 47.0% YoY. The growth was primarily attributable to the increased interest expense on due to credit institutions by GEL 14.1 million, or 86.4%, and due customer accounts by GEL 12.9 million, or 37.2%. The former resulted from the expansion in the respective portfolio, while the increase in interest expense on customer accounts was due to a 43.3% rise in respective portfolio.

The Bank Republic estimated contribution added GEL 7.4 million, or 13.5%, to the interest expense on customer accounts, which amounted to GEL 54.6 million in 2Q 2017. It also added GEL 6.3 million, or 17.1%, to the interest expense on due to credit institutions, which totaled GEL 36.6 million in 2Q 2017. Consequently, the Bank Republic contribution effect was GEL 14.1 million or 14.1% to expense.

The rate on credit institutions decreased by 1.5 pp to 6.4%, while the cost of deposits increased by 0.1 pp to 3.5%. As a result, the cost of funds stood at 4.5%, unchanged from 2Q 2016.

Consequently, NIM decreased to 6.8% in 2Q 2017, compared to 7.9% in 2Q 2016.

2Q 2017 to 1Q 2017 Comparison

On a QoQ basis, net interest income increased by GEL 7.4 million, or 5.2% QoQ, to GEL 149.7 million due to a 12.1 million, or 5.1%, higher interest income and GEL 4.7 million, or 4.9%, higher interest expense.

The increase in interest income mainly resulted from the increase in interest income on loans by GEL 8.6 million, or 4.0%, which in turn was due to the 0.5 pp increase in yields on loans to 12.4% and the 3.7% increase in loan portfolio. The increase in loan yields stemmed from 0.2 pp rise in GEL rates to 17.0% and 0.2 pp increase in FC rates to 9.5%. The rise in interest income was also driven by the increase in interest income from investment securities by GEL 1.5 million, or 16.9%, which was mainly driven by a 13.9% increase in respective portfolio. This effect was slightly offset by the reduced yields on such securities by 0.6 pp to 7.8%. Yields on investment securities dropped despite the slight increase in refinance rate due to the increased demand on local securities from the banking sector. As a result, yields on average interest earning assets increased to 11.3%, compared to 11.1% in 1Q 2017.

The increase in interest expense was primarily due to the rise in the interest expense on borrowed funds from financial institutions by GEL 4.2 million, or 13.1%, which resulted from the 9.5% increase in the respective portfolio and 0.3 pp increase in respective rate to 6.4%. It should be noted, that all Bank Republic borrowings have been re-negotiated, resulting in net positive effect on P&L. The GEL 0.7 million, or 1.3% QoQ increase in interest expense on customer deposits was mainly due to the 9.8% increase in respective portfolio and a 0.1 pp rise in the cost of deposits, to 3.5%. As a result, the cost of funds increased to 4.5%, from 4.4% in 1Q 2017.

Consequently, on a QoQ basis, NIM increased by 0.2 pp to 6.8%.

 
 
 
   Fee and Commission 
   Income 
 
 In thousands of             1H'17    1H'16    Change   2Q'17    1Q'17    2Q'16    Change    Change 
  GEL                                            in                                  YoY       QoQ 
                                                  % 
--------------------------  -------  -------  -------  -------  -------  -------  --------  -------- 
 Card Operations             40,245   26,848   49.9%    19,416   20,829   13,566    43.1%     -6.8% 
 Settlement Transactions     28,159   18,114   55.5%    14,063   14,095   9,615     46.3%     -0.2% 
 Guarantees Issued           6,072    6,132    -1.0%    3,328    2,744    3,812    -12.7%     21.3% 
 Issuance of Letters 
  of Credit                  3,459    2,553    35.5%    2,050    1,409    1,074     90.8%     45.5% 
 Cash Transactions           7,470    5,489    36.1%    4,042    3,428    3,134     29.0%     17.9% 
 Foreign Exchange 
  Operations                  582      554      5.1%     362      220      209      73.1%     64.3% 
 Other                       3,731    2,538    47.0%    1,957    1,774    1,271     54.0%     10.3% 
 Fee and Commission 
  Income                     89,719   62,228   44.2%    45,219   44,500   32,681    38.4%     1.6% 
--------------------------  -------  -------  -------  -------  -------  -------  --------  -------- 
 Card Operations             24,005   14,910   61.0%    11,229   12,777   7,322     53.4%    -12.1% 
 Settlement Transactions     3,385    2,598    30.3%    1,866    1,520    1,358     37.4%     22.8% 
 Guarantees Issued            561      267     110.4%    294      267      126     132.8%     10.0% 
 Letters of Credit            465      904     -48.5%    252      213      423     -40.5%     18.1% 
 Cash Transactions           2,105    1,269    65.9%    1,098    1,007     710      54.6%     9.0% 
 Foreign Exchange 
  Operations                   89       67     32.3%      1        88       -1     -183.1%   -99.0% 
 Other                       3,891    2,531    53.7%    1,740    2,152    1,358     28.1%    -19.2% 
 Fee and Commission 
  Expense                    34,502   22,546   53.0%    16,478   18,023   11,296    45.9%     -8.6% 
--------------------------  -------  -------  -------  -------  -------  -------  --------  -------- 
 Card Operations             16,240   11,938   36.0%    8,187    8,053    6,244     31.1%     1.7% 
 Settlement Transactions     24,773   15,516   59.7%    12,198   12,576   8,258     47.7%     -3.0% 
 Guarantees                  5,512    5,865    -6.0%    3,034    2,477    3,686    -17.7%     22.5% 
 Letters of Credit           2,994    1,649    81.5%    1,798    1,195     651     176.3%     50.4% 
 Cash Transactions           5,365    4,220    27.1%    2,944    2,421    2,424     21.5%     21.6% 
 Foreign Exchange 
  Operations                  493      487      1.4%     361      132      210      71.7%    173.2% 
 Other                        -160      7       NMF      218      -378     -87       NMF     -157.7% 
 Net Fee And Commission 
  Income                     55,217   39,683   39.1%    28,741   26,477   21,385    34.4%     8.6% 
--------------------------  -------  -------  -------  -------  -------  -------  --------  -------- 
 
 

1H 2017 to 1H 2016 Comparison

In 1H 2017, net fee and commission income totaled GEL 55.2 million, up by GEL 15.5 million, or 39.1%, compared to 1H 2016. This increase resulted mainly from a GEL 9.3 million, or 59.7%, rise in net fee and commission income from settlement transactions, a GEL 4.3 million, or 36.0%, increase in net card operations, a GEL 1.3 million, or 81.5%, rise in net letters of credit issued, and a GEL 1.1 million, or 27.1%, increase in net cash transactions. The Bank Republic estimated contribution was GEL 3.7 million, or 6.6%, in the net fee and commission income.

2Q 2017 to 2Q 2016 Comparison

In 2Q 2017, net fee and commission income totaled GEL 28.7 million, up by GEL 7.4 million, or 34.4% compared to 2Q 2016. This increase resulted mainly from a GEL 3.9 million, or 47.7%, gain in net fee and commission income from settlement transactions, GEL 1.9 million, or 31.1%, increase in net card operations and GEL 1.1 million, or 176.3%, GEL increase in net letters of credit issued. This increase was partially offset GEL 0.7 million, or 17.7%, decrease in net guarantees issued which was due to one-off income, in the amount of GEL 1.5 million, related to one large customer in 2Q 2016. The Bank Republic estimated contribution effect was a GEL 1.8 million, or 6.1%, in net fee and commission income.

2Q 2017 to 1Q 2017 Comparison

On a QoQ basis, net fee and commission income increased by GEL 2.3 million, or 8.6%, compared to 1Q 2017. This was primarily driven by a GEL 0.6 million, or 50.4%, increase in net fee and commission income from net letters of credit, by a GEL 0.6 million, or 22.5%, increase in guarantees issued, and by a GEL 0.5 million, or 21.6%, increases in the net cash transactions.

 
 Other Operating 
  Non-Interest Income 
  and Insurance 
  Profit 
 
 In thousands of              1H'17    1H'16    Change    2Q'17    1Q'17    2Q'16    Change    Change 
  GEL                                              in                                  YoY       QoQ 
                                                   % 
---------------------------  -------  -------  --------  -------  -------  -------  --------  ------- 
 Gains Less Losses 
  from Trading in 
  Foreign Currencies 
  and Foreign Exchange 
  Translations                45,429   28,085    61.8%    23,237   22,192   13,459    72.7%     4.7% 
---------------------------  -------  -------  --------  -------  -------  -------  --------  ------- 
 Share of Profit 
  of Associates                577       -        NMF      484       93       -        NMF      NMF 
---------------------------  -------  -------  --------  -------  -------  -------  --------  ------- 
 Gains Less Losses/(Losses 
  Less Gains) from 
  Derivative Financial 
  Instruments                  -38      -472    -91.9%     -35       -3      -109    -68.0%     NMF 
---------------------------  -------  -------  --------  -------  -------  -------  --------  ------- 
 Gains less Losses 
  from Disposal 
  of Investment 
  Securities Available 
  for Sale                      -      8,795    -100.0%     -        -      8,795    -100.0%    NMF 
---------------------------  -------  -------  --------  -------  -------  -------  --------  ------- 
  Revenues from 
   Cash-In Terminal 
   Services                    597      509      17.3%     334      262      276      20.9%    27.4% 
  Revenues from 
   Operational Leasing        3,510    3,528     -0.5%    1,726    1,784    1,718     0.5%     -3.3% 
  Gain from Sale 
   of Investment 
   Properties                 1,174     230       NMF      982      192       15       NMF      NMF 
  Gain from Sale 
   of Inventories 
   of Repossessed 
   Collateral                  945     1,169    -19.2%     591      354      947     -37.6%    67.1% 
  Revenues from 
   Non-Credit Related 
   Fines                        96      400     -76.0%      46       50      267     -82.8%    -8.4% 
  Gain on Disposal 
   of Premises and 
   Equipment                   191       96      99.4%     164       27       30       NMF      NMF 
  Other                       7,722    2,432      NMF      -774    8,496    1,442      NMF      NMF 
 Other Operating 
  Income                      14,234   8,363     70.2%    3,069    11,166   4,695    -34.6%    -72.5% 
---------------------------  -------  -------  --------  -------  -------  -------  --------  ------- 
 Insurance Profit             3,081      -        NMF     1,856    1,225      -        NMF     51.5% 
---------------------------  -------  -------  --------  -------  -------  -------  --------  ------- 
 Other Operating 
  Non-Interest Income 
  and Insurance 
  Profit                      63,283   44,771    41.3%    28,611   34,672   26,840    6.6%     -17.5% 
---------------------------  -------  -------  --------  -------  -------  -------  --------  ------- 
 

1H 2017 to 1H 2016 Comparison

Total other operating non-interest income and insurance profit increased by GEL 18.5 million, or by 41.3% YoY, to GEL 63.3 million in 1H 2017. This increase was mainly driven by a GEL 17.3 million or 61.8% increase in net gains less losses from trading in foreign currencies and foreign exchange translations mainly driven by increased trade volume. The rise is also due to a GEL 3.1 million increase in insurance profit and a GEL 0.9 million increase in gain from sale of investment properties. The increase across these items, was largely offset by a GEL 8.8 million drop in net gains less losses from disposal of investment securities available for sale due to one-off gain from sale of investment security in 2Q 2016. The Bank Republic's estimated contribution in total other operating non-interest income was GEL 14.1 million or 22.2% , out of which GEL 7.6 million was related to gains less losses from trading in foreign currencies and foreign exchange translations.

2Q 2017 to 2Q 2016 Comparison

Total other operating non-interest income and insurance profit increased by GEL 1.8 million or by 6.6% YoY, to GEL 28.6 million in 2Q 2017. This increase was mainly driven by the GEL 9.8 million or 72.7% increase in gains less losses from trading in foreign currencies and foreign exchange translations mainly driven by increased trade volume, and GEL 1.9 million increase in insurance profit. This effect was largely offset by GEL 8.8 million decrease in gains less losses from disposal of investment securities available for sale due to one-off case mentioned above. The Bank Republic's estimated contribution was GEL 5.0 million or 17.4%, out of which GEL 3.6 million was related to gains less losses from trading in foreign currencies and foreign exchange translations.

2Q 2017 to 1Q 2017 Comparison

On a QoQ basis, total other operating non-interest income and insurance profit contracted by GEL 6.1 million, or by 17.5%, primarily driven by the GEL 7.5 million decrease in other operating income related to the gain on sale of Credit Info shares and fair value adjustments on the Bank Republic loan portfolio in 1Q 2017. This effect was slightly offset by a GEL 1.0 million or 4.7% increase in gains less losses from trading in foreign currencies and foreign exchange translations.

 
 Provision for 
  Impairment 
 
 In thousands of             1H'17     1H'16    Change     2Q'17     1Q'17     2Q'16    Change    Change 
  GEL                                              in                                     YoY       QoQ 
                                                   % 
-------------------------  --------  --------  --------  --------  --------  --------  --------  ------- 
 Provision for 
  Loan Impairment           -40,367   -25,277    59.7%    -23,444   -16,922   -12,211    92.0%    38.5% 
 Provision for 
  Impairment of 
  Investments in 
  Finance Lease              -129      -111      16.5%      -97       -31       74        NMF      NMF 
 Provision for/(Recovery 
  of Provision) 
  Performance Guarantees 
  and Credit Related 
  Commitments                1,546    -2,076    -174.5%    1,454      92      -1,047      NMF      NMF 
 Provision for 
  Impairment of 
  Other Financial 
  Assets                    -4,425    -1,194      NMF     -3,628     -797     -1,145      NMF      NMF 
 Impairment of 
  Investment Securities 
  Available for 
  Sale                         -        -11     -100.0%      -         -         -      -100.0%    NMF 
 Total Provision 
  Charges for Impairment    -43,375   -28,669    51.3%    -25,717   -17,658   -14,329    79.5%    45.6% 
-------------------------  --------  --------  --------  --------  --------  --------  --------  ------- 
 Operating Income 
  after Provisions 
  for Impairment            367,200   272,323    34.8%    181,377   185,823   141,550    28.1%    -2.4% 
-------------------------  --------  --------  --------  --------  --------  --------  --------  ------- 
 
 Cost of Risk                1.1%      1.1%      0.0%      1.3%      0.9%      1.1%      0.2%      0.4% 
-------------------------  --------  --------  --------  --------  --------  --------  --------  ------- 
 

1H 2017 to 1H 2016 Comparison

In 1H 2017, total provision charges increased by GEL 14.7 million to GEL 43.4 million, compared to 1H 2016, mainly driven by the increased charges on loans by GEL 15.1 million, while cost of risk on loans was stable amounting to 1.1%. A GEL 3.2 million increase in provision for impairment of other financial assets, related to one of the debtors of the bank, was offset by a GEL 3.6 million decrease in provision for performance guarantees and credit related commitments, related to the overall improvement in the corporate book performance.

2Q 2017 to 2Q 2016 Comparison

In 2Q 2017, total provision charges increased by GEL 11.4 million to GEL 25.7 million compared to 2Q 2016. The increase is mainly caused by the increase in charges on loans by GEL 11.2 million. A GEL 2.5 million increase in provision for impairment of other financial assets, related to one of the debtors of the bank, was offset by a GEL 2.5 million decrease in provision for performance guarantees and credit related commitments.

In 2Q 2017, the cost of risk on loans was 1.3%, compared to 1.1% in 2Q 2016.

2Q 2017 to 1Q 2017 Comparison

On a QoQ basis, total provision increased by a GEL 8.1 million, amounting to GEL 25.7 million. Provision charges on loans increased by GEL 6.5 million, which was mainly driven by the GEL exchange rate appreciation in 1Q 2017; without currency effect provision charges on loans would have been broadly stable. A GEL 2.8 million increase in provisions for other financial assets also contributed to increase in total provision charges. This increase was partially offset by the GEL 1.4 million decrease in provision charges for performance guarantees and credit related commitments.

The cost of risk on loans amounted to 1.3%, compared to 0.9% in 1Q 2017, without the currency effect cost of risk would have been Bank broadly stable.

Further details on asset quality are available under Balance Sheet Discussion section.

 
 Operating Expenses 
 
 In thousands of                1H'17     1H'16    Change   2Q'17     1Q'17    2Q'16    Change    Change 
  GEL                                                in                                   YoY       QoQ 
                                                      % 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 Staff Costs                   102,375   69,473    47.4%    54,838   47,538    35,301    55.3%    15.4% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 Provisions for 
  Liabilities and 
  Charges                      -2,495       -       NMF     -2,400     -95       -        NMF      NMF 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 Depreciation and 
  Amortization                 17,523    13,610    28.8%    8,919     8,605    7,042     26.6%     3.6% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
  Professional services         5,825    16,807    -65.3%   2,410     3,415    10,106   -76.2%    -29.4% 
  Advertising and 
   marketing services           6,797     4,846    40.3%    3,737     3,060    2,923     27.9%    22.1% 
  Rent                         11,589     8,397    38.0%    5,753     5,836    4,056     41.8%    -1.4% 
  Utility services              3,020     2,422    24.7%    1,302     1,717    1,102     18.2%    -24.2% 
  Intangible asset 
   enhancement                  4,781     3,700    29.2%    2,567     2,214    1,821     41.0%    16.0% 
  Taxes other than 
   on income                    2,812     2,492    12.9%    1,301     1,511    1,329     -2.1%    -13.9% 
  Communications 
   and supply                   1,801     1,505    19.7%    1,015      786      750      35.5%    29.2% 
  Stationary and 
   other office expenses        2,240     1,633    37.2%    1,140     1,100     790      44.3%     3.6% 
  Insurance                     1,976     1,270    55.6%    1,446      530      665     117.4%    173.0% 
  Security services              999       881     13.5%     483       517      481      0.3%     -6.5% 
  Premises and equipment 
   maintenance                  2,697     1,269    112.6%   1,054     1,644     682      54.4%    -35.9% 
  Business trip 
   expenses                      907       876      3.6%     543       365      523      3.7%     48.8% 
  Transportation 
   and vehicles maintenance      798       642     24.3%     381       416      328      16.1%    -8.4% 
  Charity                        417       486     -14.2%    145       271      215     -32.4%    -46.4% 
  Personnel training 
   and recruitment               727       509     42.9%     323       404      275      17.4%    -20.0% 
  Write-down of 
   current assets 
   to fair value 
   less costs to 
   sell                         -183       52       NMF      -126      -57      122       NMF     119.6% 
  Loss on disposal 
   of Inventory                 1,186      537     121.0%    231       955      252      -8.4%    -75.9% 
  Loss on disposal 
   of investment 
   properties                    385        -       NMF      385        -        -        NMF      NMF 
  Loss on disposal 
   of premises and 
   equipment                     171       74      130.9%     48       123       34      42.4%    -61.3% 
  Impairment of 
   intangible assets            1,850      19       NMF     1,850       -        -        NMF      NMF 
  Gains/(losses)                  -         -       NMF       -         -        -        NMF      NMF 
   on initial recognition 
   of assets at rates 
   above/below market 
  Acquisition costs              825        -       NMF      518       307       -        NMF     68.9% 
  Gross Change in 
   IBNR                          391        -       NMF      170       221       -        NMF     -23.1% 
  Other                         6,435     3,171    102.9%   4,897     1,537    1,571      NMF      NMF 
 Administrative 
  and Other Operating 
  Expenses                     58,446    51,586    13.3%    31,573   26,873    28,026    12.7%    17.5% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 Operating Expenses            175,850   134,668   30.6%    92,929   82,920    70,369    32.1%    12.1% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 Profit before 
  Tax                          191,350   137,655   39.0%    88,447   102,903   71,181    24.3%    -14.0% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 Income Tax Expense            -14,936    1,582     NMF     -8,590   -6,345    9,359    -191.8%   35.4% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 Profit for the 
  Period                       176,415   139,237   26.7%    79,857   96,558    80,540    -0.8%    -17.3% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 
 Cost to Income                 42.8%     44.7%    -1.9%    44.9%     40.8%    45.1%     -0.2%     4.1% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 ROE                            21.5%     22.5%    -1.0%    18.9%     24.2%    25.5%     -6.6%    -5.3% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 ROA                            3.3%      4.2%     -0.8%     3.0%     3.7%      4.9%     -1.9%    -0.7% 
----------------------------  --------  --------  -------  -------  --------  -------  --------  ------- 
 

1H 2017 to 1H 2016 Comparison

Total operating expenses excluding one-offs and the Bank Republic estimated contribution effect amounted to GEL 138.1 million, up by 15.4%, or GEL 18.4 million, YoY. This increase was driven by a GEL 13.7 million increase in staff costs, mainly related to the expanded business scale and performance associated with the Bank Republic integration, as well as GEL 5.6 million rise in administrative and other operating expenses.

The one-off costs in 1H 2016 were GEL 15.0 million related to Premium Listing, while in 1H 2017 one-off costs of GEL 9.5 million were related to the Bank Republic integration, out of which GEL 6.4 million is attributable to administrative and other operating expenses and GEL 3.1 million - to staff costs.

The Bank Republic estimated contribution amounted to GEL 28.3 million, or 20.5%, of total operating expenses which was mainly related to staff costs in the amount of GEL 16.1 million and to administrative and other operating expenses, in the amount of GEL 9.8 million. Total operating expense including one-offs and the Bank Republic estimated contribution effect was GEL 175.8 million.

As a result, the cost to income ratio stood at 40.5% (42.8% with one-offs) in 1H 2017, compared to 41.0% (44.7% with one-offs) in 1H 2016.

2Q 2017 to 2Q 2016 Comparison

In 2Q 2017 total operating expenses excluding one-offs and the Bank Republic estimated contribution effect were GEL 67.2 million, up by GEL 5.9 million, or 9.6% YoY. This increase was due to a GEL 6.0 million increase in staff costs, mainly related to the expanded business scale and performance, and a GEL 1.7 million increase in administrative and other operating expenses. This increase was partially offset by a GEL 2.4 million reversal of provision related to liabilities and charges.

The one-off costs in amount of GEL 9.1 million in 2Q 2016 were related to Premium Listing, while one-off costs in 2Q 2017 amounted to GEL 7.6 million, out of which GEL 3.1 million is attributable to staff costs and the rest GEL 4.6 million - to administrative and other operating expenses.

Bank Republic estimated contribution to total operating expenses is an addition of GEL 18.1 million, mainly driven by a GEL 10.4 million increase in staff costs and by a GEL 6.4 million increase in administrative and other operating expenses. Total operating expense including one-offs and the Bank Republic estimated contribution effect amounted to GEL 92.9 million.

As a result, the cost to income ratio was 41.2% (or 44.9% with the one-off effect) in 2Q 2017, compared to 41.7% in 2Q 2016 (or 45.1% with one-offs).

2Q 2017 to 1Q 2017 Comparison

On a QoQ basis, total operating expenses excluding one-off increased by GEL 4.2 million, or 5.2%, compared to 1Q 2017, mostly due to a GEL 4.2 million increase in staff costs mainly related to performance of the business. QoQ increase in administrative and other operating expenses, in the amount of GEL 2.0 million, was offset by a reversal of provision related liabilities and charges in the amount of GEL 2.4 million in 2Q 2017.

In 1Q 2017, the Bank Republic integration costs were related to administrative and other operating expense and amounted to GEL 1.9 million, while in 2Q the Bank Republic integration costs were related to staff costs, in the amount of GEL 3.1million, and the administrative and other operating costs, in the amount of GEL 4.6 million.

Total operating expenses including the Bank Republic integration cost were GEL 92.9 million. As a result, the cost to income ratio stood at 41.2% (44.9% with one-offs), up by 4.1 pp to 39.8% in 1Q 2017 (40.8% with one-offs).

 
 Balance Sheet Discussion 
 
 In millions of GEL            Jun-17   Mar-17   Jun-16   Change   Change 
                                                            QoQ      YoY 
----------------------------  -------  -------  -------  -------  ------- 
 Cash, Due from Banks 
  and Mandatory Cash 
  Balances with NBG            2,192    1,753     981     25.0%    123.4% 
 Loans and Advances 
  to Customers (Net)           7,174    6,918    4,521     3.7%    58.7% 
 Financial Securities          1,007     813      636     23.9%    58.4% 
 Fixed and Intangible 
  Assets & Investment 
  Property                      479      481      367     -0.4%    30.6% 
 Other Assets                   429      397      268      7.9%    60.1% 
 Total Assets                  11,281   10,363   6,772     8.9%    66.6% 
----------------------------  -------  -------  -------  -------  ------- 
 Due to Credit Institutions    2,314    2,112     791      9.5%    192.5% 
 Customer Accounts             6,666    6,071    4,270     9.8%    56.1% 
 Debt Securities in 
  Issue                          24       24       16     -1.1%    46.4% 
 Subordinated Debt              390      345      283     13.1%    37.9% 
 Other Liabilities              196      130       97     51.3%    101.7% 
 Total Liabilities             9,590    8,682    5,457    10.5%    75.7% 
----------------------------  -------  -------  -------  -------  ------- 
 Total Equity                  1,691    1,681    1,315     0.6%    28.6% 
----------------------------  -------  -------  -------  -------  ------- 
 

Assets

As of 30 June 2017, TBC Bank's total assets amounted to GEL 11,280.8 million, up by GEL 4,508.6 million, or 66.6%, YoY. The rise was mainly due to the increase in gross loans to customers by the GEL 2,675.3 million, or 56.8%, (by GEL 1,449.2 or 30.8% increase without the Bank Republic estimated contribution effect). In addition, the YoY increase in total assets resulted from a GEL 1,210.9 million, or 123.4%, increase in cash due from banks and mandatory cash balances with NBG and a GEL 371.4 million or 58.4% rise in financial securities, largely attributable to the Bank Republic estimated contribution effect.

On a QoQ basis, total assets increased by GEL 918.2 million, or 8.9%, mainly due to increased cash, due from banks and mandatory cash balances with the NBG by GEL 438.5 million, or 25.0% , increased net loans by GEL 256.1 million or 3.7% and increased financial assets by GEL 194.2 million or 23.9% . The liquid assets to liability ratio stood at 33.3%, compared to 28.8% as of 30 June 2016 and 29.5% as of 31 March 2017.

As of 30 June 2017, the gross loan portfolio amounted to GEL 7,386.4 million, up by GEL 2,675.3 million or 56.8% YoY (up by GEL 1,449.2 or 30.8% increase without the Bank Republic estimated contribution effect) and by GEL 265.4 million or 3.7% QoQ. Gross loans denominated in foreign currency accounted for 60.8% of the total, compared to 66.2% as of 30 June 2016 and 61.4% as of 31 March 2017. As of 30 June 2017, NPLs stood at 3.4%, compared to 4.7% and 3.4% as of 30 June 2016 and 31 March 2017, respectively. The NPLs provision coverage ratio stood at 84.3% (219.3% including the collateral), compared to 85.6% as of 30 June 2016 and 84.6% as of 31 March 2017.

Asset Quality

Foreign Currency Income Linked Borrowers

 
                    30-June-17              31-Mar-17* 
------------  ----------------------  ---------------------- 
 Segments      FC share   FC linked    FC share   FC linked 
                            income                  income 
                           borrowers               borrowers 
                             share                   share 
------------  ---------  -----------  ---------  ----------- 
 Retail         50.4%       25.6%       50.1%       24.1% 
  Consumer      21.3%       21.0%       20.9%       19.6% 
  Mortgage      83.0%       27.0%       85.1%       25.4% 
 Corporate      74.9%       51.3%       79.6%       57.9% 
 MSME           66.3%       17.0%       67.5%       16.6% 
 Total Loan 
  Portfolio     60.8%       34.4%       62.8%       38.9% 
------------  ---------  -----------  ---------  ----------- 
 

(Based on internal estimates)

* Figures without Bank Republic

 
   PAR 30(1) by Segments 
     and Currencies 
 
    Par 30               Jun-17                Mar-17                Jun-16 
   -------------  --------------------  --------------------  -------------------- 
                   GEL     FC    Total   GEL     FC    Total   GEL     FC    Total 
    Corporate      0.4%   1.6%   1.3%    0.3%   1.6%   1.2%    0.0%   1.3%   1.1% 
    Retail         3.1%   2.2%   2.7%    2.7%   2.4%   2.6%    2.9%   3.4%   3.2% 
    MSME           2.3%   3.9%   3.4%    1.9%   4.0%   3.3%    1.4%   3.3%   2.8% 
    Total          2.5%   2.4%   2.4%    2.1%   2.5%   2.4%    2.2%   2.6%   2.4% 
   -------------  -----  -----  ------  -----  -----  ------  -----  -----  ------ 
 
   (1) loans overdue by more than 30 days to gross loans 
 
   Total 
   Total PAR 30 stood at 2.4% unchanged on YoY and QoQ 
   basis. 
 
   Retail Segment 
   Retail segment PAR 30 decreased by 0.5 pp YoY, which 
   was caused by improved performance of mortgage book 
   and stayed broadly stable on QoQ. 
 
 
   Corporate 
   Corporate segment PAR 30 increased by 0.2 pp YoY, but 
   remained unchanged on QoQ basis. 
 
   MSME 
   The MSME segment PAR 30 increased by 0.6 pp YoY due 
   to several borrowers but stayed unchanged QoQ. 
 
    NPLs 
 
    NPLs               Jun-17                Mar-17                Jun-16 
   -----------  --------------------  --------------------  -------------------- 
                 GEL     FC    Total   GEL     FC    Total   GEL     FC    Total 
    Corporate    0.3%   5.0%   3.8%    0.7%   5.2%   4.1%    1.7%   8.3%   7.1% 
    Retail       2.4%   3.0%   2.7%    2.1%   2.9%   2.5%    2.1%   4.3%   3.2% 
    MSME         2.0%   5.9%   4.6%    2.5%   5.4%   4.5%    1.5%   5.6%   4.5% 
    Total        1.9%   4.4%   3.4%    1.9%   4.3%   3.4%    1.9%   6.1%   4.7% 
   -----------  -----  -----  ------  -----  -----  ------  -----  -----  ------ 
 
 
 
   Total 
   Total NPLs stood at 3.4% down by 1.3 pp on YoY basis 
   and unchanged QoQ. The YoY decrease was mainly driven 
   by improved performance of the corporate book. 
 
   Retail Segment 
   Retail segment NPLs decreased by 0.5 pp YoY, which was 
   caused by improved performance of mortgage loans and 
   increased by 0.2 pp QoQ. 
 
   Corporate 
   Corporate segment NPLs decreased by 3.3 pp YoY, which 
   was due to recovery of several NPL borrowers and write 
   off of one large borrower in 1Q 2017 which was almost 
   fully provisioned. On QoQ basis NPLs decreased by 0.3 
   pp driven by repayment of several NPL borrowers. 
 
   MSME 
   The MSME segment NPLs increased by 0.1 pp YoY and QoQ. 
 
    NPLs 
    Coverage 
 
    NPLs 
    Coverage             Jun-17                    Mar-17                    Jun-16 
                    Exc.        Incl.         Exc.        Incl.         Exc.        Incl. 
                 Collateral   Collateral   Collateral   Collateral   Collateral   Collateral 
   -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
    Corporate      59.7%        273.0%       69.2%        271.0%       86.3%        230.8% 
    Retail         126.8%       211.5%       121.4%       207.6%       110.2%       195.9% 
    MSME           53.6%        174.9%       54.4%        170.9%       50.0%        166.3% 
    Total          84.3%        219.3%       84.6%        217.4%       85.6%        205.3% 
   -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
 
 
 

Total

NPL coverage and collateral coverage ratios stayed broadly stable at 84% and 219% respectively.

Liabilities

As of 30 June 2017, TBC Bank's total liabilities amounted to GEL 9,590.3 million, up by 75.7% YoY and by 10.5% QoQ. The YoY growth of GEL 4,133.0 million was primarily due to a GEL 2,396.6 million, or 56.1%, increase in customer deposits (GEL 1,847.1 million or 43.3% increase without the Bank Republic estimated contribution effect). Total liabilities also grew due to the increase in amounts due to credit institutions by GEL 1,522.6 million and following a rise in subordinated debt by GEL 107.3 million. All these increases in liabilities largely resulted from the Bank Republic estimated contribution effect.

On a QoQ basis, total liabilities increased by GEL 908.3 million, or 10.5%, primarily due to the GEL 595.6 million, or 9.8%, increase in customer deposits, due to liquidity needs. This mainly resulted from the growth in corporate deposits. A GEL 201.2 million, or 9.5%, rise in amounts due to credit institutions increased contributed to the growth of total liabilities.

Liquidity

The Bank's liquidity ratio, as defined by the NBG, stood at 34.2% as of 30 June 2017, compared to 33.3% and 29.4% as of 30 June 2016 and 31 March 2017, respectively.

Total Equity

As of 30 June 2017, TBC's total equity amounted to GEL 1,690.5 million, up from GEL 1,314.9 million as of 30 June 2016, and from GEL 1,680.5 million as of 31 March 2017. YoY change in equity was mainly due to net profit contribution of GEL 335.4 million, which was offset by a GEL 74.8 million (consisting of GEL 66.7 million Cash based and GEL 8.1 million Share based) dividend distribution (gross of tax). QoQ change was primarily due to net profit, which increased total equity by GEL 79.9 million, which was largely offset by a GEL 74.8 million dividend distribution.

Regulatory Capital

As of 30 June 2017, the Bank's Basel II/III Tier 1 and Total Capital Adequacy Ratios (CAR) stood at 10.8% and 14.6%, respectively, compared to 12.6% and 15.7% as of 30 June 2016, and 11.3% and 14.9% as of 31 March 2017. The minimum capital requirements set by the NBG for Basel II/III Tier 1 and Total Capital Adequacy Ratios are 8.5% and 10.5%, respectively.

The Bank's Basel II/III tier 1 capital amounted to GEL 1,282.9 million, compared to GEL 999.2 million as of 30 June 2016 and GEL 1,115.2 million as of 31 March 2017. The Bank's Basel II/III total capital amounted to GEL 1,732.8 million, compared to GEL 1,241.5 million as of 30 June 2016 and GEL 1,472.7 million as of 31 March 2017. Risk weighted assets were GEL 11,866.0 million as of 30 June 2017, up by GEL 3,953.5 million YoY and up by GEL 1,987.9 million QoQ.

QoQ Tier 1 and total capital increased by GEL 167.7 million mainly due to the Bank Republic integration effect and net profit which was partially reduced due to the disbursement of dividends. Bank Republic integration effect was comprised of a release in regulatory capital deductions from significant investments in the capital of financial subsidiaries, which was partially offset by the increase in goodwill, as well as a decrease in retained earnings related to IFRS vs NBG accounting difference. Additional increase in total capital with the amount of GEL 92.4 million, was related to the increase in subordinated loans, general reserves and Bank Republic merger effect on Tier 2.

QoQ risk weighed assets increased by 1,987.9 million due to addition of Bank Republic's risk weighted assets as well as organic growth of the bank's loan book.

Results by Segments and Subsidiaries

The segment definitions are as per below:

-- Corporate - Legal Entities with an annual revenue of GEL 8.0 million or more or who have been granted a loan in an amount equivalent to USD 1.5 million or more. Some other business customers may also be assigned to this segment or transferred to the MSME segment on a discretionary basis.

-- MSME (Micro, Small and Medium) - all business customers who are not included in either Corporate and Retail segments; or Legal Entities who have been granted a Pawn shop loan;

-- Retail - all non-business individual customers or individual business customers who have been granted a loan in an amount equivalent below USD 8.0 thousand. All individual customers are included in retail deposits.

Businesses customers are all legal entities or individuals who have been granted a loan for business purpose.

 
 Income Statement by Segments 
 
 1H'17                                   Retail     MSME     Corporate   Corp.Centre      Total 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 Interest Income                        256,428    89,182     93,144       48,913        487,667 
 Interest Expense                       -57,945    -4,960     -45,507      -87,181      -195,592 
 Net Transfer Pricing                   -33,850    -24,924     7,984       50,789           - 
 Net Interest Income                    164,633    59,299     55,621       12,522        292,074 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 Fee and Commission Income               67,482     9,428     12,110         699         89,719 
 Fee and Commission Expense             -26,982    -3,841     -3,243        -436         -34,502 
 Net fee and Commission Income           40,500     5,587      8,867         263         55,217 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 Insurance Profit                          -          -          -          3,081         3,081 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 Gains Less Losses from Trading 
  in Foreign Currencies                  10,065    15,674     17,888        -236         43,392 
 Foreign Exchange Translation 
  Gains Less Losses/(Losses 
  Less Gains)                              -          -          -          2,037         2,037 
 Net Losses from Derivative 
  Financial Instruments                    -          -          -           -38           -38 
 (Losses Less Gains)/Gains                 -          -          -            -             - 
  Less Losses from Disposal 
  of Investment Securities 
  Available for Sale 
 Other Operating Income                  6,134       617       4,045        3,438        14,234 
 Share of profit of associates             -          -          -           577           577 
 Other Operating Non-Interest 
  Income and Insurance Profit            16,200    16,292     21,933        8,858        63,283 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 Provision for Loan Impairment          -55,286    -7,210     22,129          -          -40,367 
 (Provision)/Recovery of 
  Provision for Liabilities, 
  Charges and Credit Related 
  Commitments                             108        552        886           -           1,546 
 Recovery of Provision/(Provision) 
  for Impairment of Investments 
  in Finance Lease                         -          -          -          -129          -129 
 (Provision)/Recovery of 
  Provision for Impairment 
  of other Financial Assets                14       -107       -410        -3,922        -4,425 
 Recovery of Impairment/(Impairment)       -          -          -            -             - 
  of Investment Securities 
  Available for Sale 
 Profit before G&A Expenses 
  and Income Taxes                      166,170    74,412     109,026      17,592        367,200 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 Staff Costs                            -63,933    -16,106    -12,840      -9,496       -102,375 
 Depreciation and Amortization          -14,010    -2,332      -712         -469         -17,523 
 Provision for Liabilities 
  and Charges                              -          -          -          2,495         2,495 
 Administrative and Other 
  Operating Expenses                    -37,924    -7,478     -3,639       -9,404        -58,446 
 Operating Expenses                     -115,867   -25,917    -17,191      -16,875      -175,850 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 Profit before Tax                       50,303    48,495     91,834         717         191,350 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 Income Tax Expense                      -6,225    -6,681     -13,909      11,879        -14,936 
 Profit for the Year                     44,078    41,815     77,925       12,596        176,415 
-------------------------------------  ---------  --------  ----------  ------------  ------------ 
 
 
 
   Portfolios by Segments 
 
 In thousands of GEL                                          Jun-17       Mar-17       Jun-16 
----------------------------------------------------------  ----------  ------------  ---------- 
 Loans and Advances to Customers 
 
  Consumer                                                   1,919,788    1,859,865    1,200,659 
  Mortgage                                                   1,744,421    1,736,302     931,980 
  Pawn                                                        35,648       33,985       35,361 
 Retail                                                      3,699,858    3,630,152    2,168,000 
 Corporate                                                   2,057,644    1,922,615    1,431,937 
 MSME                                                        1,628,934    1,568,270    1,111,192 
 Total Loans and Advances to Customers 
  (Gross)                                                    7,386,435    7,121,036    4,711,130 
 Less: Provision for Loan Impairment                         -212,129     -202,791     -190,104 
 Total Loans and Advances to Customers 
  (Net)                                                      7,174,305    6,918,245    4,521,026 
----------------------------------------------------------  ----------  ------------  ---------- 
 
 Customer Accounts 
 
 Retail Deposits                                             3,707,854    3,543,911    2,639,960 
 Corporate Deposits                                          2,057,651    1,733,114     982,282 
 MSME                                                         900,908      793,808      647,536 
 Total Customer Accounts                                     6,666,413    6,070,833    4,269,778 
----------------------------------------------------------  ----------  ------------  ---------- 
 
 

Retail Banking

As of 30 June 2017, retail loans stood at GEL 3,699.9 million (or GEL 2,845.8 million without Bank Republic estimated contribution effect), up by GEL 1531.9 million, or 70.7%, YoY (up by GEL 677.8 million or 31.3% excluding Bank Republic estimated contribution effect). Retail loans increased by GEL 69.7 million, or 1.9%, QoQ, mainly related to a temporary focus on integration with the Bank Republic. As of 30 June 2017, TBC Bank's retail loans accounted for 40.8% market share of total individual loans. As of 30 June 2017, foreign currency loans represented 50.4% of the total retail loan portfolio.

In the reporting period, retail deposits increased to GEL 3,707.9 million (or to GEL 3446.5 million without Bank Republic estimated contributed effect), up by GEL 1,067.9 million or 40.5% YoY (or up by GEL 806.6 million or 30.6% without Bank Republic estimated contribution effect). QoQ retail deposits grew by GEL 163.9 million or 4.6%, and accounted for 40.2% market share of total individual deposits. The increase in retail deposits was mainly attributable to the increase in current deposits by 54.1% YoY and 6.0% QoQ. Term deposits accounted for 56.5% of the total retail deposit portfolio as of 30 June 2017, while foreign currency deposits represented 83.8% of the total retail deposit portfolio.

In 1H 2017, retail loan yields and deposit rates stood at 14.0% and 3.2% respectively, and the segment's cost of risk on loans was 3.0%. The retail segment contributed 25.0%, or GEL 44.1 million, to the TBC's total net income in 1H 2017.

Corporate Banking

As of 30 June 2017, corporate loans amounted to GEL 2,057.6 million (or GEL 1,836.2 million excluding Bank Republic estimated effect), up by GEL 625.7 million or 43.7% YoY (GEL 404.3 million or 28.2% without Bank Republic estimated loan portfolio). QoQ growth in corporate loans accounted for GEL 135.0 million or 7.0%. Foreign currency loans accounted for 74.9% of the total corporate loan portfolio. Market share in legal entities increased by 1.5 pp QoQ due to attracting new blue chip customers; Coca-cola, McDonald's and Nikora (the leading food producer in Georgia).

As of the same date, corporate deposits totaled GEL 2,057.7 million (or GEL 1,830.1 million without the Bank Republic effect), up by GEL 1,075.4 million or 109.5% (up by GEL 847.8 million or 86.3% without Bank Republic estimated deposit portfolio) YoY. Corporate deposits grew by GEL 324.5 million or 18.7% QoQ. Foreign currency corporate deposits represented 51.5% of the total corporate deposit portfolio.

In 1H 2017, corporate loan yields and deposit rates stood at 9.4% and 5.0%, respectively. In the same period, the cost of risk on loans was -2.2%. In terms of profitability, the corporate segment's net profit reached GEL 77.9 million, or 44.2% of the Bank's total net income.

MSME Banking

As of 30 June 2017, MSME loans amounted to GEL 1,628.9 million (GEL 1,478.4 million excluding Bank Republic estimated loan portfolio), up by GEL 517.7 million or 46.6% YoY (up by GEL 367.2 million or 33.0% without Bank Republic estimated effect). MSME loan portfolio growth was GEL 60.7 million or 3.9% QoQ. Foreign currency loans accounted for 66.3% of the total MSME portfolio.

As of the same date, MSME deposits stood at GEL 900.9 million (GEL 840.3 million excluding Bank Republic estimated deposit portfolio), up by GEL 253.4 million or 39.1% (up by GEL 192.8 million or 29.8% without the Bank Republic effect) YoY and by GEL 107.1 million or 13.5% QoQ. Foreign currency MSME deposits represented 53.4% of the total MSME deposit portfolio.

In 1H 2017, MSME loan yields and deposit rates stood at 11.2% and 1.2%, respectively while the cost of risk on loans was 0.9%. In terms of profitability, net profit for the MSME segment amounted to GEL 41.8 million, or 23.7%, of TBC's total net income.

Annexes

Subsidiaries of TBC Bank Group PLC[7]

 
                     Ownership    Country           Year            Industry        Total Assets 
                      / voting                 of incorporation                         (after 
                         %                      or acquisition                       elimination) 
                         as 
                         of 
                         30 
                        June 
                        2017 
                    ----------  -----------  ------------------  -------------  -------------------- 
 Subsidiary                                                                        Amount      % in 
                                                                                   GEL'000      TBC 
                                                                                               Group 
------------------  ----------  -----------  ------------------  -------------  -----------  ------- 
 United Financial 
  Corporation                                                     Card 
  JSC                  98.7%      Georgia           1997           processing      6,633      0.06% 
 TBC Capital 
  LLC                 100.0%      Georgia           1999          Brokerage        1,934      0.02% 
 TBC Leasing 
  JSC                  99.6%      Georgia           2003          Leasing         128,549     1.14% 
                                                                  Non-banking 
 TBC Kredit                                                        credit 
  LLC                  75.0%     Azerbaijan         2008           institution     35,621     0.32% 
 Banking System 
  Service Company                                                 Information 
  LLC                 100.0%      Georgia           2009           services         623       0.01% 
 TBC Pay LLC          100.0%      Georgia           2009          Processing       26,431     0.23% 
                                                                  Real 
                                                                   estate 
 Mali LLC             100.0%      Georgia           2011           management       197       0.00% 
 Real Estate                                                      Real 
  Management                                                       estate 
  Fund JSC            100.0%      Georgia           2010           management        23       0.00% 
 TBC Invest                                                       PR and 
  LLC                 100.0%       Israel           2011           marketing        103       0.00% 
                                                                  Financial 
 JSC TBC Bank          98.7%      Georgia           2016           sector        11,067,517   98.10% 
 TBC Insurance        100.0%      Georgia           2016          Insurance        11,252     0.10% 
 LTD Merckhali                                                    Operating 
  Pirveli             100.0%      Georgia           2009           Leasing           -        0.00% 
------------------  ----------  -----------  ------------------  -------------  -----------  ------- 
 

Consolidated Financial Statements of TBC Bank Group PLC

 
 Consolidated Balance Sheet 
 
 In thousands of GEL                             Jun-17       Mar-17      Jun-16 
--------------------------------------------  -----------  -----------  ---------- 
 Cash and cash equivalents                      1,219,108      697,118     344,205 
 Due from other banks                              41,096      151,780      12,256 
 Mandatory cash balances with National 
  Bank of Georgia                                 931,654      904,487     624,502 
 Loans and advances to customers 
  (Net)                                         7,174,305    6,918,246   4,521,026 
 Investment securities available 
  for sale                                        608,083      428,138     242,450 
 Investment in subsidiaries                          1021          537           - 
 Repurchase receivables                             9,961            -      42,347 
 Investment securities held to maturity           389,036      384,756     350,885 
 Investments in finance leases                     96,329       88,627      77,043 
 Investment properties                             93,501       96,064      69,984 
 Goodwill                                          28,657       28,658       2,726 
 Intangible assets                                 65,034       63,906      45,954 
 Premises and equipment                           320,139      320,659     250,654 
 Other financial assets                            88,852       82,254      75,692 
 Deferred tax asset                                 3,407        3,406       2,326 
 Current income tax prepayment                      7,719       10,058      10,871 
 Insurance and reinsurance receivables              5,386        3,414           - 
 Other assets                                     197,533      180,479      99,304 
 TOTAL ASSETS                                  11,280,822   10,362,587   6,772,226 
--------------------------------------------  -----------  -----------  ---------- 
 LIABILITIES 
 Due to Credit Institutions                     2,313,550    2,112,360     790,971 
 Customer accounts                              6,666,413    6,070,833   4,269,778 
 Current income tax liability                         273        2,902         406 
 Debt Securities in issue                          24,106       24,376      16,460 
 Deferred income tax liability                      2,138        3,727       7,323 
 Provisions for liabilities and 
  charges                                          10,733       15,528      11,537 
 Other financial liabilities                      119,948       53,690      49,272 
 Subordinated debt                                390,070      344,841     282,815 
 Insurance contracts liabilities                    1,943          342           - 
 Other liabilities                                 61,014       52,354      28,177 
 Items in suspense                                    128        1,090         562 
 TOTAL LIABILITIES                              9,590,315    8,682,043   5,457,302 
--------------------------------------------  -----------  -----------  ---------- 
 EQUITY 
 Share capital                                      1,601        1,581      19,623 
 Share premium                                    706,580      677,211     408,649 
 Retained earnings                              1,051,974    1,055,011     798,443 
 Group reorganisation reserve                    -162,167     -162,167           - 
 Share based payment reserve                        4,753       21,303      17,469 
 Revaluation reserve for premises                  70,045       70,460      70,038 
 Revaluation reserve for available-for-sale 
  securities                                       -1,105       -5,088       1,452 
 Cumulative currency translation 
  reserve                                          -7,695       -7,636      -6,916 
 TOTAL EQUITY                                   1,663,985    1,650,677   1,308,759 
--------------------------------------------  -----------  -----------  ---------- 
 Non-controlling interest                          26,522       29,867       6,165 
 TOTAL EQUITY                                   1,690,506    1,680,544   1,314,924 
--------------------------------------------  -----------  -----------  ---------- 
 TOTAL LIABILITIES AND EQUITY                  11,280,822   10,362,587   6,772,226 
--------------------------------------------  -----------  -----------  ---------- 
 
 
 Consolidated Statement of Profit 
  or Loss and Other Comprehensive 
  Income 
 
 In thousands of GEL                         1H'17      1H'16      2Q'17      1Q'17     2Q'16 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Interest income                             487,667    341,026    249,898   237,769   166,167 
 Interest expense                           -195,592   -124,488   -100,157   -95,436   -58,512 
 Net interest income                         292,074    216,538    149,742   142,333   107,654 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Fee and commission income                    89,719     62,228     45,219    44,500    32,681 
 Fee and commission expense                  -34,502    -22,546    -16,478   -18,023   -11,296 
 Net Fee and Commission Income                55,217     39,683     28,741    26,477    21,385 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Insurance profit                              3,081          -      1,856     1,225         - 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Gains less losses from trading 
  in foreign currencies                       43,392     29,085     22,246    21,146    14,466 
 Foreign exchange translation gains 
  less losses                                  2,037       -999        991     1,046    -1,007 
 Gains less losses/(losses less 
  gains) from derivative financial 
  instruments                                    -38       -472        -35        -3      -109 
 (Losses less gains) / Gains less 
  losses from disposal of investment 
  securities available for sale                    -      8,795          -         -     8,795 
 Share of profit of associates                   577          -        484        93         - 
 Other operating income                       14,234      8,363      3,069    11,166     4,695 
 Other operating non-interest income          60,202     44,771     26,755    33,447    26,840 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Provision for loan impairment               -40,367    -25,277    -23,444   -16,922   -12,211 
 Provision for impairment of investments 
  in finance lease                              -129       -111        -97       -31        74 
 Provision for/ (recovery of provision) 
  performance guarantees and credit 
  related commitments                          1,546     -2,076      1,454        92    -1,047 
 Provision for impairment of other 
  financial assets                            -4,425     -1,194     -3,628      -797    -1,145 
 Impairment of investment securities               -        -11          -         -         - 
  available for sale 
 Operating income after provisions 
  for impairment                             367,200    272,323    181,377   185,823   141,550 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Staff costs                                -102,375    -69,473    -54,838   -47,538   -35,301 
 Depreciation and amortisation               -17,523    -13,610     -8,919    -8,605    -7,042 
 Provision for liabilities and 
  charges                                      2,495          -      2,400        95         - 
 Administrative and other operating 
  expenses                                   -58,446    -51,586    -31,573   -26,873   -28,026 
 Operating expenses                         -175,850   -134,668    -92,929   -82,920   -70,369 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Profit before tax                           191,350    137,655     88,447   102,903    71,181 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Income tax expense                          -14,936      1,582     -8,590    -6,345     9,359 
 Profit for the period                       176,415    139,237     79,857    96,558    80,540 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Other Comprehensive income: 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Items that may be reclassified 
  subsequently to profit or loss: 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Revaluation                                   2,615      3,145     -4,022     1,407    -2,549 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Gains less losses reclassified 
  to profit or loss upon disposal                  -     -8,853          -         -     8,853 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Income tax recorded directly in 
  other comprehensive income                       -      1,401          -         -    -1,366 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Exchange differences on translation 
  to presentation currency                      -158       -325         62        96       302 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Items that will not be reclassified 
  to profit or loss: 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Revaluation of premises and equipment             -          -          -         -         - 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Income tax recorded directly in 
  other comprehensive income                    -422     10,506        422         -   -10,506 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Other comprehensive income for 
  the year                                     2,035      5,873      3,538    -1,503     5,265 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Total comprehensive income for 
  the year                                   178,450    145,110     83,395    95,055    85,806 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Profit attributable to: 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
  - Owners of the Bank                       173,519    140,261     78,544    94,975    80,778 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
  - Non-controlling interest                   2,895     -1,024      1,313     1,582      -237 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Profit for the period                       176,415    139,237     79,857    96,558    80,540 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Total comprehensive income is 
  attributable to: 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
  - Owners of the Bank                       175,523    146,133     82,082    93,473    86,043 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
  - Non-controlling interest                   2,925     -1,024      1,313     1,582      -237 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 Total comprehensive income for 
  the year                                   178,448    145,110     83,395    95,055    85,806 
-----------------------------------------  ---------  ---------  ---------  --------  -------- 
 

Consolidated Statements of Cash Flows

 
 In thousands of GEL                                          As of 30-Jun-2017   As of 30-Jun-2016 
---------------------------------------  --------------------------------------  ------------------ 
 
 Cash flows from operating activities 
 Interest received                                                      468,391             328,321 
 Interest paid                                                        (195,640)           (123,338) 
 Fees and commissions received                                           89,329              62,899 
 Fees and commissions paid                                             (34,802)            (22,739) 
 Insurance premium received                                               7,153 
 Insurance claims paid                                                   -3,497 
 Income received from trading 
  in foreign currencies                                                  43,392              29,085 
 Other operating income received                                          8,334               5,516 
 Staff costs paid                                                     (102,975)            (72,219) 
 Administrative and other operating 
  expenses paid                                                        (53,075)            (46,369) 
 Income tax (paid) / refunded                                          (21,785)            (10,873) 
 Cash flows from operating activities 
  before changes in operating assets 
  and liabilities                                                       204,825             150,283 
---------------------------------------  --------------------------------------  ------------------ 
 Net change in operating assets 
 Due from other banks and mandatory 
  cash balances with the National 
  Bank of Georgia                                                         3,043           (143,663) 
 Loans and advances to customers                                      (499,822)           (173,777) 
 Investment in finance lease                                            (8,531)             (1,943) 
 Other financial assets                                                   1,007             (2,071) 
 Other assets                                                             1,103               1,694 
 Net change in operating liabilities 
 Due to other banks                                                   (223,686)             128,868 
 Customer accounts                                                      610,920             156,872 
 Other financial liabilities                                            (8,600)               1,967 
 Other liabilities and provision 
  for liabilities and charges                                             (211)               (303) 
 Net cash from operating activities                                      80,048             117,927 
---------------------------------------  --------------------------------------  ------------------ 
 Cash flows from investing activities 
 Acquisition of investment securities 
  available for sale                                                  (401,304)            (73,382) 
 Proceeds from redemption at maturity 
  of investment securities available 
  for sale                                                              218,981             111,500 
 Acquisition of bonds carried 
  at amortised cost                                                   (141,849)           (171,391) 
 Proceeds from redemption of bonds 
  carried at amortised cost                                             131,693             179,799 
 Acquisition of premises, equipment 
  and intangible assets                                                (32,262)            (18,437) 
 Disposal of premises, equipment 
  and intangible assets                                                   1,506                 315 
 Proceeds from disposal of investment 
  property                                                                2,570               1,119 
 Acquisition of subsidiaries, 
  net of cash acquired                                                    (350) 
 Net cash used in investing activities                                (221,015)              29,523 
---------------------------------------  --------------------------------------  ------------------ 
 Cash flows from financing activities 
 Proceeds from other borrowed 
  funds                                                               1,019,147              18,699 
 Redemption of other borrowed 
  funds                                                               (640,409)           (459,423) 
 Proceeds from subordinated debt                                         52,990              18,131 
 Redemption of subordinated debt                                                           (13,644) 
 Proceeds from debt securities 
  in issue                                                                2,823 
 Redemption of debt securities 
  in issue                                                                                  (4,636) 
 Dividends paid                                                         (1,193) 
 Issue of ordinary shares                                                    31            (54,560) 
 Net cash from / (used in) financing 
  activities                                                            433,389           (495,433) 
---------------------------------------  --------------------------------------  ------------------ 
 Effect of exchange rate changes 
  on cash and cash equivalents                                         (18,494)            (28,159) 
---------------------------------------  --------------------------------------  ------------------ 
 Net increase / (decrease) in 
  cash and cash equivalents                                             273,928           (376,142) 
---------------------------------------  --------------------------------------  ------------------ 
 Cash and cash equivalents at 
  the beginning of the year                                             945,180             720,347 
---------------------------------------  --------------------------------------  ------------------ 
 Cash and cash equivalents at 
  the end of the year                                                 1,219,108             344,205 
---------------------------------------  --------------------------------------  ------------------ 
 

2Q 2017 Bank Republic Financial Results Based on Internal Estimates

 
 
   Bank Republic Profit and Loss 
 In thousands of GEL                   2Q 2017 
------------------------------------  -------- 
 Interest income                       44,977 
 Interest expense                      14,111 
 Net interest income                   30,867 
------------------------------------  -------- 
 Net F&C income                         1,753 
------------------------------------  -------- 
 Card operations                        -364 
 Settlement transactions                1,281 
 Guarantees and letters of credit        735 
 Other                                   101 
 Other non-interest income              4,984 
------------------------------------  -------- 
 FX gain/losses                         3,678 
 Other                                  1,305 
 Operating income                      37,603 
------------------------------------  -------- 
 Operating expenses                    18,078 
------------------------------------  -------- 
 Staff costs                           10,443 
 Depreciation and amortization          1,253 
 Administrative and other operating 
  expenses                              6,382 
 Operating profit                      19,525 
------------------------------------  -------- 
 
 
 Bank Republic Loan Portfolio 
 In thousands of GEL             as of 30 June 
                                      2017 
------------------------------  -------------- 
 Total gross loans                 1,226,064 
------------------------------  -------------- 
 Retail                             854,104 
 Corporate                          221,449 
 MSME                               150,511 
 
 
 Bank Republic Deposit Portfolio 
 In thousands of GEL                as of 30 June 
                                         2017 
---------------------------------  -------------- 
 Total deposits                        549,553 
---------------------------------  -------------- 
 Retail                                261,335 
 Corporate                             227,596 
 MSME                                  60,622 
 

Key Ratios

Average Balances

Average balances included in this document are calculated as the average of the relevant monthly balances as of each month-end. Balances have been extracted from TBC's unaudited and consolidated management accounts prepared from TBC's accounting records, which were used by the Management for monitoring and control purposes.

 
 Key Ratios 
 
 Ratios (based on monthly        1H'17    1H'16    2Q'17    1Q'17    2Q'16 
  averages, where applicable) 
------------------------------  -------  -------  -------  -------  ------- 
 ROE                             21.5%    22.5%    18.9%    24.2%    25.5% 
 ROA                              3.3%     4.2%     3.0%     3.7%     4.9% 
 Pre-provision ROE               26.9%    27.1%    25.1%    28.7%    30.0% 
 Pre-provision ROA                4.1%     5.0%     3.9%     4.4%     5.8% 
 Cost to Income                  42.8%    44.7%    44.9%    40.8%    45.1% 
 Cost of Risk                     1.1%     1.1%     1.3%     0.9%     1.1% 
 NIM                              6.7%     7.8%     6.8%     6.6%     7.9% 
 Risk Adjusted NIM                5.3%     6.5%     5.3%     5.1%     6.7% 
 Loan Yields                     12.1%    13.5%    12.4%    11.9%    13.3% 
 Risk Adjusted Loan 
  Yields                         10.7%    12.1%    10.9%    10.5%    12.1% 
 Deposit rates                    3.4%     3.5%     3.5%     3.4%     3.4% 
 Yields on interest 
  Earning Assets                 11.1%    12.3%    11.3%    11.1%    12.2% 
 Cost of Funding                  4.4%     4.7%     4.5%     4.4%     4.5% 
 Spread                           6.7%     7.6%     6.8%     6.7%     7.7% 
 PAR 90 to Gross Loans            1.6%     1.5%     1.6%     1.5%     1.5% 
 NPLs to Gross Loans              3.4%     4.7%     3.4%     3.4%     4.7% 
 NPLs coverage                   84.3%    85.6%    84.3%    84.6%    85.6% 
 Provision Level to 
  Gross Loans                     2.9%     4.0%     2.9%     2.8%     4.0% 
 Related Party Loans 
  to Gross Loans                  0.1%     0.1%     0.1%     0.1%     0.1% 
 Top 10 Borrowers to 
  Total Portfolio                 9.1%     9.0%     9.1%     8.3%     9.0% 
 Top 20 Borrowers to 
  Total Portfolio                13.0%    14.4%    13.0%    12.2%    14.4% 
 Net Loans to Deposits 
  plus IFI Funding               90.6%    96.0%    90.6%    97.2%    96.0% 
 Net Stable Funding 
  Ratio                          128.7%   112.0%   128.7%   106.8%   112.0% 
 Leverage                         6.7      5.2      6.7      6.2      5.2 
 Hypothetical Tier 1 
  CAR                            14.4%    17.6%    14.4%    15.0%    17.6% 
 Hypothetical Total 
  CAR                            19.4%    21.3%    19.4%    19.8%    21.3% 
 Regulatory Tier 1 CAR           10.8%    12.6%    10.8%    11.3%    12.6% 
 Regulatory Total CAR            14.6%    15.7%    14.6%    14.9%    15.7% 
------------------------------  -------  -------  -------  -------  ------- 
 

Ratio definitions

1. Return on average total equity (ROE) equals net income attributable to owners divided by monthly average of total shareholders 'equity attributable to the PLC's equity holders for the same period; Pre-provision ROE excludes all provision charges. Annualized where applicable.

2. Return on average total assets (ROA) equals net income of the period divided by monthly average total assets for the same period. Pre-provision ROE excludes all provision charges. Annualised where applicable.

3. Cost to income ratio equals total operating expenses for the period divided by the total revenue for the same period. (Revenue represents the sum of net interest income, net fee and commission income and other non-interest income).

4. Cost of risk equals provision for loan impairment divided by monthly average gross loans and advances to customers. Annualized where applicable.

5. Net interest margin (NIM) is net interest income divided by monthly average interest-earning assets. Annualised where applicable. Interest-earning assets include investment securities excluding corporate shares, net investment in finance lease, net loans, amount due from credit institutions. The latter excludes all items from cash & cash equivalents, excludes EUR mandatory reserves with NBG which currently has negative interest, and includes other earning items from due from banks

6. Risk Adjusted Net interest margin is NIM minus Cost of Risk without one -offs and currency effect

7. Loan yields equal interest income on loans and advances to customers divided by monthly average gross loans and advances to customers. Annualised where applicable.

8. Risk Adjusted Loan yield is loan yield minus cost of risk without one-offs and currency effect

9. Deposit rates equal interest expense on customer accounts divided by monthly average total customer deposits. Annualised where applicable.

10. Yields on interest earning assets equal total interest income divided by monthly average interest earning assets. Annualized where applicable.

11. Cost of funding equals total interest expense divided by monthly average interest bearing liabilities. Annualised where applicable.

12. Spread equals difference between yields on interest earning assets (including but not limited to yields on loans, securities and due from banks) and cost of funding (including but not limited to cost of deposits, cost on borrowings and due to banks).

13. PAR 90 to gross loans ratio equals loans for which principal or interest repayment is overdue for more than 90 days divided by the gross loan portfolio for the same period.

14. NPLs to gross loans equals loans with 90 days past due on principal or interest payments, and loans with well-defined weakness, regardless of the existence of any past-due amount or of the number of days past due divided by the gross loan portfolio for the same period.

15. NPLs coverage ratio equals total loan loss provision divided by the NPL loans.

16. NPLs coverage with collateral ratio equals loan loss provision plus total collateral amount of NPL loans (excluding third party guarantees) discounted at 30-50% depending on segment type divided by the NPL loans.

17. Provision level to gross loans equals loan loss provision divided by the gross loan portfolio for the same period.

18. Related party loans to total loans equals related party loans divided by the gross loan portfolio.

19. Top 10 borrowers to total portfolio equals total loan amount of top 10 borrowers divided by the gross loan portfolio.

20. Top 20 borrowers to total portfolio equals total loan amount of top 20 borrowers divided by the gross loan portfolio.

21. Net loans to deposits plus IFI funding ratio equals net loans divided by total deposits plus borrowings received from international financial institutions.

22. Net stable funding ratio equals available amount of stable funding divided by required amount of stable funding as defined in Basel III. NSFR ratio for 1H'17 and 2Q'17 is calculated per updated internal methodology in line with Basel 2014 guidelines.

23. Liquidity coverage ratio equals high-quality liquid assets divided by total net cash outflow amount as defined in Basel III (calculated according to NBG standards).

24. Leverage equals total assets to total equity.

25. Hypothetical ratios - hypothetical ratio based on the Basel III guidelines except for calculation of credit equivalent amounts for interest rate and foreign exchange related contracts, which are calculated based on original exposure method being in line with NBG Pillar 1 requirements. Calculations are made for TBC Bank stand-alone, based on local standards.

26. Regulatory tier 1 CAR equals tier I capital divided by total risk weighted assets, both calculated in accordance with the pillar 1 requirements of NBG Basel II/III standards. The reporting started from the end of 2012. Calculations are made for TBC Bank stand-alone, based on local standards.

27. Regulatory total CAR equals total capital divided by total risk weighted assets, both calculated in accordance with the pillar 1 requirements of NBG Basel II/III standards. The reporting started from the end of 2012. Calculations are made for TBC Bank stand-alone, based on local standards.

Exchange Rates

To calculate the Balance Sheet items' QoQ growth without currency exchange rate effect, we used USD/GEL exchange rate of 2.4452 as of 31 March 2017. For calculations of YoY growth without currency exchange rate effect, we used USD/GEL exchange rate of 2.3423 as of 30 June 2016. The USD/GEL exchange rate as of 30 June 2017 equaled 2.4072. For P&L items growth calculations without currency effect, we used the average USD/GEL exchange rate for the following periods: 2Q 2017 of 2.4187, 1Q 2017 of 2.6029, 2Q 2016 of 2.2127.

Segment Definition & Bank Republic Contribution Assumption

Segment Definitions:

Corporate: legal entities with an annual revenue of GEL 8.0 million or more or who have been granted a loan in an amount equivalent to USD 1.5 million or more. Some other business customers may also be assigned to the corporate segment or transferred to MSME on a discretionary basis;

MSME: business customers who are not included in either corporate or retail segments; or legal entities who have been granted a Pawn shop loan;

Retail: non-business individual customers or individual business customers who have been granted a loan in an amount equivalent below USD 8 thousand; all individual customers are included in retail deposits.

Corporate Centre and Other Operations: comprise the Treasury, other support and back office functions, and non-banking subsidiaries of the Group;

Business customers: legal entities or individuals who have been granted a loan for business purpose.

Bank Republic Contribution Assumptions:

To make YoY analyses more comparable, the bank has segregated Bank Republic contribution after the merger on 8th of May 2017, which is based on direct income and cost attribution calculation and where not practicable, based on established allocation rules, appropriate management assumptions and estimates.

The management has estimated Bank Republic contribution effect within the Group's financial results based on the following rationale:

-- Loan and deposit portfolio as well as the interest income and expense from these portfolios have been calculated for all existing clients of Bank Republic having outstanding exposure for the reporting period, as well as for all new clients attracted through the former branches of Bank Republic

-- For the remaining items of B/S and P&L where the direct attribution is not practical, the management has used the allocation based on Bank Republic loan and deposit books contribution to each operating segment

Additional Disclosures

1) Earnings per Share

 
 In GEL                                        2Q 2017 
 Earnings per share for profit attributable 
  to the owners of the Group: 
--------------------------------------------  -------- 
 - Basic earnings per share                     3.31 
 - Diluted earnings per share                   3.26 
--------------------------------------------  -------- 
 

Source: IFRS Consolidated

2) Sensitivity Scenario

 
                                             10% Currency 
                                              Devaluation 
 Sensitivity Scenario           30-Jun-17          Effect 
-----------------------------  ----------  -------------- 
 NIM*                                               -0.1% 
 Technical Cost of Risk                             +0.2% 
-----------------------------  ----------  -------------- 
 Regulatory Total Capital           1,733           1,768 
 Regulatory Capital adequacy                0.67% - 0.73% 
  ratios tier 1 and total 
  capital decrease by 
-----------------------------  ----------  -------------- 
 

(*) Linear depreciation is assumed for NIM sensitivity analysis

Source: IFRS statements and Management Figures

3) FC details for Selected P/L Items

 
 Selected P&L Items 2Q 
  2017                         FC % of Respective Totals 
----------------------------  -------------------------- 
 Interest Income                                     46% 
 Interest Expense                                    55% 
 Fee and Commission Income                           37% 
 Fee and Commission Expense                          57% 
 Administrative Expenses                             22% 
----------------------------  -------------------------- 
 

Source: IFRS statements and Management figures

4) GEL Refinance Rate and Libor Linked B/S Items 30 June 2017

 
 GEL Refinance                    GEL -182                                   GEL 579 
  Rate Gap                            m          Libor Gap                      m 
----------------------------  ----------------  ----------------------  ---------------- 
                                GEL    % share                            GEL    % share 
                                 m        in                               m        in 
                                        totals                                    totals 
----------------------------  ------  --------  ----------------------  ------  -------- 
 Assets                        1,529     14%     Assets                  1,880     16% 
----------------------------  ------  --------  ----------------------  ------  -------- 
        Securities with 
         fixed yield(<=1y)*     488      48%            Nostro**          195      56% 
                                                ----------------------  ------  -------- 
        Securities with 
         floating yield         101      10%            NBG Reserves**    932      76% 
                                                ----------------------  ------  -------- 
        Loans with Floating 
         yield                  829      11%            NBG Deposits      125      10% 
                                                ----------------------  ------  -------- 
        Reserves in NBG         90       7%             Libor Loans       598      8% 
                                                ----------------------  ------  -------- 
  Interbank loans&                                      Interest 
   Deposits & Repo              21       4%              Rate Options     32 
----------------------------  ------  --------  ----------------------  ------  -------- 
  Liabilities                  1,602     18% 
----------------------------  ------  --------  ----------------------  ------  -------- 
 Current accounts***            682      10%     Liabilities             1,301     14% 
----------------------------  ------  --------  ----------------------  ------  -------- 
        Saving accounts***      150      3%              Senior Loans    1,003     46% 
----------------------------  ------  -------- 
        Refinancing Loan                                 Subordinated 
         of NBG                 540      24%              Loans          3298      76% 
----------------------------  ------  -------- 
        Interbank Loans 
         &Deposits & Repo       79       67% 
----------------------------  ------  -------- 
        IFI Borrowings          152      12% 
----------------------------  ------  -------- 
 
 

(*) 61% of the less than 1 year securities are maturing in 6 months

(**) Income on NBG reserves and Nostros are calculated as benchmark minus margin whereby benchmarks are correlated with Libor. According to NBG regulation from March, 2016 it is possible to apply negative interest rates on NBG reserves and correspondent accounts, therefore these two items close the gap in case of both upward and downward movement of Libor rate.

(***) The Bank considers that current and saving deposits promptly react to interest rate changes on the market (within 1 month prior notification)

Source: IFRS Group Data

 
 5) Yields and 
  Rates 
 
 Yields and Rates         2Q'17   1Q'17   4Q'16   3Q'16   2Q'16   1Q'16 
-----------------------  ------  ------  ------  ------  ------  ------ 
 Loan yields              12.4%   11.9%   13.8%   13.5%   13.3%   13.6% 
     Retail loan 
      yields GEL          19.7%   20.0%   23.3%   22.8%   22.7%   22.5% 
     Retail loan 
      yields FX           9.0%    9.1%    10.0%   9.9%    10.3%   11.1% 
  Retail Loan 
   Yields                 14.2%   13.9%   15.8%   16.0%   16.3%   16.5% 
     Corporate loan 
      yields GEL          10.6%   10.0%   9.6%    12.4%   13.7%   13.2% 
     Corporate loan 
      yields FX           9.5%    8.8%    12.5%   10.6%   8.8%    9.3% 
  Corporate Loan 
   Yields                 9.8%    9.1%    11.8%   11.0%   9.7%    10.1% 
     MSME loan yields 
      GEL                 13.4%   13.3%   14.3%   14.2%   14.8%   15.1% 
     MSME loan yields 
      FX                  10.4%   10.1%   11.1%   10.6%   10.8%   11.6% 
  MSME Loan Yields        11.4%   11.0%   12.0%   11.7%   11.9%   12.5% 
 Deposit rates            3.5%    3.4%    3.3%    3.3%    3.4%    3.6% 
     Retail deposit 
      rates GEL           3.9%    3.9%    3.7%    4.0%    4.1%    3.8% 
     Retail deposit 
      rates FX            3.0%    3.2%    3.4%    3.5%    3.6%    3.9% 
  Retail Deposit 
   Yields                 3.1%    3.3%    3.4%    3.6%    3.7%    3.9% 
     Corporate deposit 
      rates GEL           8.5%    8.7%    7.5%    7.3%    7.5%    6.7% 
     Corporate deposit 
      rates FX            2.1%    1.7%    2.0%    1.5%    1.3%    1.7% 
  Corporate Deposit 
   Yields                 5.2%    4.9%    4.4%    4.2%    4.0%    4.1% 
     MSME deposit 
      rates GEL           2.2%    2.0%    1.7%    2.1%    2.5%    2.4% 
     MSME deposit 
      rates FX            0.6%    0.5%    0.6%    0.4%    0.4%    0.7% 
  MSME Deposit 
   Yields                 1.3%    1.1%    1.1%    1.1%    1.2%    1.3% 
 Yields on Securities     7.8%    8.1%    8.1%    8.3%    9.1%    9.4% 
-----------------------  ------  ------  ------  ------  ------  ------ 
 

Source: IFRS Consolidated

 
 
 6) Risk Adjusted 
  Yields 
 Risk-adjusted         2Q'17   1Q'17   4Q'16   3Q'16   2Q'16   1Q'16 
  Yields 
--------------------  ------  ------  ------  ------  ------  ------ 
 Loan yields           10.9%   10.5%   12.6%   12.2%   12.1%   12.2% 
  Retail Loan 
   Yields              10.9%   10.6%   13.0%   13.3%   13.5%   13.4% 
  Corporate Loan 
   Yields              11.3%   11.1%   14.3%   12.5%   11.1%   12.2% 
  MSME Loan Yields     10.5%   9.4%    9.6%    9.9%    10.7%   10.2% 
--------------------  ------  ------  ------  ------  ------  ------ 
 
 

Source: IFRS Consolidated

 
 
 
 Cost          2Q'17   1Q'17   4Q'16   3Q'16   2Q'16   1Q'16 
  of Risk 
------------  ------  ------  ------  ------  ------  ------ 
 Retail        3.1%    2.9%    3.5%    2.6%    2.8%    3.1% 
 Corporate     -1.6%   -2.9%   -6.4%   -1.6%   -1.7%   -2.3% 
 MSME          0.7%    1.1%    3.3%    1.6%    1.2%    2.0% 
 Total         1.3%    0.9%    0.6%    1.1%    1.1%    1.2% 
------------  ------  ------  ------  ------  ------  ------ 
 
 

Source: IFRS Consolidated

7) Loan Quality per NBG

Sub-Standard, Doubtful and Loss (SDL) Loans Ratio per NBG

 
                            Jun-17   Mar-17   Dec-16   Sep-16        Jun-16 
-------------------------  -------  -------  -------  -------  ------------ 
 SDL Loans as % of Gross 
  Loans                      3.3%     4.1%     4.3%     5.1%       6.9% 
-------------------------  -------  -------  -------  -------  ------------ 
 

Source: NBG

8) Cross Sell Ratio[8] and Number Active Products

 
                              Jun-17   Mar-17   Dec-16   Sep-16 
---------------------------  -------  -------  -------  ------- 
 Cross Sell Ratio              3.67     3.57     3.68     3.55 
 Number of Active Products 
  (in millions)                3.78     3.16     3.14     2.83 
---------------------------  -------  -------  -------  ------- 
 

Source: Management figures

9) Diversified Deposit Base

Status: monthly income >=2,000 GEL or loans/deposits >=20,000 GEL

VIP: deposit >=100,000 USD as well as on discretionary basis; WM: >=100,000 USD as well as on discretionary basis

Wealth Management includes UHNW and HNW non-resident clients

 
 30 June 2017         Volume of Deposits   Number of Deposits 
-------------------  -------------------  ------------------- 
 MASS                        37%                 93.9% 
 STATUS                      27%                  5.5% 
 VIP                         23%                  0.4% 
 Wealth Management 
  for non-resident 
  clients                    13%                  0.2% 
-------------------  -------------------  ------------------- 
 

Source: Management figures

10) Loan Concentration

 
                     Jun-17   Mar-17   Dec-16   Sep-16   Jun-16 
------------------  -------  -------  -------  -------  ------- 
 Top 20 Borrowers 
  as % of total 
  portfolio          13.0%    12.2%    11.3%    13.4%    14.4% 
 Top 10 Borrowers 
  as % of total 
  portfolio           9.1%     8.3%     7.6%     8.6%     9.0% 
 Related Party 
  Loans as % of 
  total portfolio     0.1%     0.1%     0.1%     0.1%     0.1% 
------------------  -------  -------  -------  -------  ------- 
 

Source: IFRS consolidated

11) Sales breakdown (for products offered through Multichannel)

 
                     Jun-17   Mar-17   Dec-16   Sep-16   Jun-16   Mar-16   Dec-15 
------------------  -------  -------  -------  -------  -------  -------  ------- 
 Digital Channels     22%      24%      26%      24%      23%      27%      21% 
------------------  -------  -------  -------  -------  -------  -------  ------- 
 Call Center          27%      28%      29%      33%      32%      23%      28% 
------------------  -------  -------  -------  -------  -------  -------  ------- 
 Branches             51%      49%      45%      43%      46%      50%      51% 
------------------  -------  -------  -------  -------  -------  -------  ------- 
 

Source: Management figures

12) Number of Transactions in Digital Channels

 
                              2Q 
                              17     1Q 17   4Q 16   3Q 16   2Q 16 
-------------------------  -------  ------  ------  ------  ------ 
 Internet banking 
  number of transactions 
  (in thousands)            2,166    2,098   2,280   1,828   1,797 
-------------------------  -------  ------  ------  ------  ------ 
 Mobile banking 
  number of transactions 
  (in thousands)            3,163    2,622   2,532   1,814   1,485 
-------------------------  -------  ------  ------  ------  ------ 
 POS number of 
  transactions (in 
  thousands)                11,328   9,636   8,508   7,146   6,671 
-------------------------  -------  ------  ------  ------  ------ 
 POS volume of 
  transactions (in 
  mln GEL)                   447      394     376     319     276 
-------------------------  -------  ------  ------  ------  ------ 
 

* Data includes e-commerce and excludes transactions at POS terminals in TBC Bank's branches

Source: Management figures

13) Penetration Ratios of Digital Channels

 
                      Jun-17   Mar-17   Dec-16   Sep-16   Jun-16   Mar-16   Dec-15 
-------------------  -------  -------  -------  -------  -------  -------  ------- 
 IB&MB Penetration 
  Ratio                33%      34%      37%      34%      34%      32%      32% 
-------------------  -------  -------  -------  -------  -------  -------  ------- 
 Mobile Banking 
  Penetration 
  Ratio                25%      25%      24%      20%      19%      17%      15% 
-------------------  -------  -------  -------  -------  -------  -------  ------- 
 

Source: Management figures

The mid-term targets for digital channels are to broaden the penetration ratio of internet or mobile banking users to above 45% from the current level of 33% and to increase the mobile banking penetration ratio to above 35% from the current level of 25%.

14) Net outflow of borrowed funds

 
 Subordinated and Senior Loans' Principal Amount 
  Outflow by Year (GEL million) 
-------------------------------------------------------------------- 
 2017   2018   2019   2020   2021   2022   2023   2024   2025   2026 
-----  -----  -----  -----  -----  -----  -----  -----  -----  ----- 
 127    480    265    325    241    100    139     27     66    145 
-----  -----  -----  -----  -----  -----  -----  -----  -----  ----- 
 

Source: Management figures, Revolving non IFI loans from NBG are excluded

 
 15) Portfolio Breakdown by 
  Collateral Types as of 30-Jun-17 
 
 Cash Cover                        2% 
------------------------------  ----- 
 Gold                              4% 
------------------------------  ----- 
 Inventory                         7% 
------------------------------  ----- 
 Real Estate                      64% 
------------------------------  ----- 
 Third Party Guarantees            6% 
------------------------------  ----- 
 Other                             1% 
------------------------------  ----- 
 Unsecured                        16% 
------------------------------  ----- 
 

Source: IFRS Consolidated

 
 16) Loan to Value by Segments as of 30-Jun-17 
 
   Retail         Corporate        MSME      Total 
------------  -----------------  --------  --------- 
     42%             45%            44%       44% 
 
 

17) IFRS 9 project update

The Bank is in the process of implementing IFRS 9 standard, which will come into effect starting from 1st January 2018.

Relevant Change Areas for the Bank

-- Key areas of IFRS 9 are classification and measurement, impairment and hedge accounting

-- Based on the Bank's Business model no significant changes are expected from classification and measurement and hedge accounting

-- Key changes come from the impairment part, where the standard moved from incurred credit loss to expected credit loss model

IFRS 9 Project

-- The Bank started the IFRS 9 implementation project in June 2016

-- The project is carried out with support from Deloitte

-- In parallel to methodology and model development, the Bank is in the process of respective software implementation

High Level Expected Impact

-- During the project's gap analysis phase, a high level impact assessment was performed, which applied simplified approaches e.g. for macro factors incorporation

-- Based on the results of the impact assessment,, calculated on 31 March 2017 loan portfolio, the provision level for the portfolio is expected to increase in the range of 0.2-0.5% of the loan book (6-18% of provision level). However, the final impact may be different, considering the Bank's finalised models and methodologies and the macro outlook

-- The expected impact is in the lower range of market expectations, due to the fact that the Bank already applies a conservative approach under the IAS 39 provisioning methodology

-- Based on EBA's report from November 2016, which covers sample of 50 financial institutions in Europe, the estimated increase of provisions compared to the current levels of provisions under IAS 39 is on average 18%, with upper limit being 30% for 86% (75th percentile) of respondents. The assessment is done on a high level applying simplified approaches, with one macro scenario being one of the simplifications

-- No impact is expected on capital adequacy ratios, which are calculated based on local standards, and profit and loss statement as the amount will directly affect equity.

18) Income tax guidance

Our effective Income tax guidance for 2017-2018 is in the range of 6-9% due to changes in Georgian Tax Code in relation to corporate income tax. Beginning from 2017, reinvested profit will become tax-free for all companies except for financial services companies, which will benefit from 2019.

19) NBG Loan Larisation Program

The NBG Larisation program consist of two parts:

-- One-time conversion program. On 11 January 2017, in order to ease the increased debt service burden caused by the exchange rate fluctuation, the government of Georgia approved a subsidised, one-time program on the voluntary conversion of US dollar-denominated bank loans of individuals into lari loans. The program started on 17 January and lasted for two months. As a result, loans of up to USD 80 million were converted in GEL through this Program

-- Issue of small loans in local currency only. Based on an amendment to the civil code, from 15 January 2017, individuals will only be able to borrow amounts up to GEL 100,000 in the national currency

Loans of up to USD 80 million were converted in GEL through the Larisation Program:

 
                          %      Amounts in 
                                 million GEL 
---------------------  ------  ------------- 
 TBC + Bank Republic    55.1%       44.1 
 Bank of Georgia        33.1%       26.5 
 VTB                    6.1%        4.9 
 Other                  5.7%        4.6 
 

Around 5,600 loans were converted during this program:

 
                          %     Number of 
                                  Loans 
---------------------  ------  ---------- 
 TBC + Bank Republic    55.0%     3,080 
 Bank of Georgia        29.6%     1,658 
 VTB                    9.6%       538 
 Other                  5.8%       325 
---------------------  ------  ---------- 
 

Total amount of loans issued below GEL 100,000:

 
 In Absolute amounts                  1H 2016   1H 2017 
-----------------------------------  --------  -------- 
 TBC Bank + Bank Republic               545       946 
 Share in Retail + MSME portfolio 
  with Bank Republic                   12.4%     11.6% 
 Share in total portfolio 
  with Bank Republic                   8.6%      16.6% 
-----------------------------------  --------  -------- 
 * Data is given for retail 
  and MSME portfolios and excludes 
  credit cards and overdrafts 
 

20) NBG Initiatives

Newly introduced Liquidity Coverage Ratio

NBG has introduced new liquidity requirements (NBG LCR) for short-term liquidity risk management purposes, which is developed under Basel III with additional constraints above Basel requirements. This requirement will come into force starting from September and will slightly increase the effective liquidity requirements.

The Limits are defined for total and as well for both GEL and FC currencies:

                           Limits                         Our performance (30 Jun 2017) 
   -- Total LCR>=100%                      106% 
   -- GEL LCR>=75%                      96% 
   -- FC LCR>=100%                      113% 

Together with the introduction of LCR, in order to improve management of long-term liquidity, NBG plans to implement Net Stable Funding Ratio (NSFR), which will void existing liquidity requirement.

In 2016, the NBG initiated several measures to promote larization and increase public trust in the domestic currency. Within NBG LCR framework the national currency is treated preferentially.

Newly introduced changes to RWA under Capital Adequacy Framework

NBG has also introduced PTI and LTV ratio for retail loans which will affect loans issued after 30 November 2017. The exposures which are out of the defined range will be assigned higher risk weights from normal 75-100% to higher 100-150%. These changes will have negative effect on capital, however are expected to be compensated through higher pricing of such loans. In addition, NBG has also increased the group exposure limit from GEL 350,000 to GEL 2 million for the regulatory retail category.

Required PTI

 
 Income    Hedged       Non-hedged 
  range     borrowers    borrowers 
  <1000       30%          25% 
 1,000 - 
  2,000       35%          30% 
 2,000 - 
  4,000       40%          35% 
 4,000 - 
  8,000       45%          40% 
 >8,000       50%          45% 
 

Required LTV

 
   Collateral     GEL loans   FX loans 
      type 
    Ordinary 
  liquid asset       80%        75% 
  High liquid 
      asset          90%        85% 
 

Upcoming changes in the Capital Adequacy Framework

The NBG is reviewing the existing capital adequacy regulation and is going to introduce certain changes. Currently these changes are in draft form and are being discussed with the banks and other stakeholders. Estimated introduction date is Q4 2017.

The summary of main changes:

-- Current capital requirement will be divided across Pillar 1 and Pillar 2 buffers to increase clarity and comparability

-- Capital conservation buffer currently incorporated in minimum capital requirements will be separated

-- Systemic risk buffer will be introduced for systematically important banks over 3 year period

-- Countercyclical capital buffer will be introduced and the rate will be 0%

-- Additional loan portfolio concentration buffer will be introduced under Pillar 2

-- Current conservative weighting for CICR will be replaced by appropriate Pillar 2 buffer (Unhedged Currency Induced Credit Risk Buffer)

-- GRAPE buffer defined by the supervisor will be applied based on the bank specific risks

The exact requirements, as well as amount of the buffers and its impact on the capital planning is not yet determined. Based on the initial assessments the changes should not impact the growth and dividend guidelines.

Principal Risks and Uncertainties

Risk management is a critical pillar of the Group's strategy and in order to perform it effectively it is essential to identify emerging risks and uncertainties. The following table presents the principal risks that could adversely impact the Group's performance, financial condition and future prospects. The Group's performance may be affected by additional risks and uncertainties other than the ones listed below and some yet unknown risks that emerge in the future.

 
 Principal risk              Risk description                                                Risk mitigation 
--------------------------  --------------------------------------------------------------  -------------------------- 
 The Group faces             A significant                                                   Specific attention 
 currency induced             share of the Group's                                           is paid to 
 credit risk due              loans (and by                                                  currency-induced 
 to the high dollarisation    large of the total                                             credit risk due 
 of the Group's portfolio.    banking sector                                                 to the portfolio's 
 The risk of further          loans in Georgia)                                              high dollarisation. 
 depreciation of              is denominated                                                 The vulnerability 
 GEL is one of the            in currencies                                                  towards exchange 
 most significant             other than GEL,                                                rate depreciation 
 risks with negative          particularly US                                                is monitored on 
 impact on the portfolio      Dollar. As of                                                  a frequent basis 
 quality. This is             30 June 2017 the                                               in order to promptly 
 due to high dollarisation    National Bank                                                  implement the 
 of the Group's balance       of Georgia (hereafter                                          action plan in 
 sheet. Unhedged              NBG) reported                                                  case of need. 
 borrowers could              that, 57.9% of                                                 Ability to withstand 
 suffer from increased        total banking                                                  certain FX depreciation 
 debt burden when             sector loans were                                              is incorporated 
 their FX denominated         denominated in                                                 into the credit 
 liabilities are              foreign currencies.                                            underwriting standards 
 amplified.                   As at the same                                                 which also include 
                              date, 60.8% of                                                 applying significant 
                              the Group's total                                              currency devaluation 
                              gross loans and                                                buffers for the 
                              advances to customers                                          unhedged borrowers. 
                              (before provision                                              In addition, the 
                              for loan impairment)                                           Group holds significant 
                              were denominated                                               capital against 
                              in foreign currencies.                                         currency induced 
                              The income of                                                  credit risk. Given 
                              a number of customers                                          the experience 
                              is directly linked                                             and knowledge 
                              to                                                             built throughout 
                              US Dollars via                                                 the recent currency 
                              remittances, or                                                volatility, the 
                              exports in case                                                Group is in a 
                              of business borrowers,                                         good position 
                              and some customers                                             to promptly mitigate 
                              hedge their exposure                                           emerging FX depreciation 
                              through savings                                                risks. 
                              in US Dollars. 
                              Nevertheless,                                                  Given more stable 
                              customers may                                                  exchange rate 
                              not be protected                                               and improved operating 
                              against significant                                            environment, the 
                              fluctuations of                                                level of the Group's 
                              the exchange rates                                             non-performing 
                              of the GEL against                                             loan portfolio 
                              the currency of                                                decreased from 
                              the loan.                                                      4.7% in June 2016 
                                                                                             to 3.4% in June 
                              The GEL exchange                                               2017. The Group 
                              rate has been                                                  maintains a reserve 
                              mainly consistent                                              coverage of 84% 
                              with those of                                                  with cash and 
                              Georgia's trading                                              219% in cash, 
                              partners. It depreciated                                       plus collateral. 
                              against the US 
                              Dollar by 10.5% 
                              in 2016 and has 
                              appreciated by 
                              9.1% in first 
                              half of 2017. 
 
                              The NBG operates 
                              effectively under 
                              its inflation-targeting 
                              framework. However, 
                              GEL remains in 
                              free float and 
                              is exposed to 
                              many internal 
                              and external factors 
                              that in some circumstances 
                              could result in 
                              devaluation against 
                              the US Dollar. 
--------------------------  --------------------------------------------------------------  -------------------------- 
 The Group's performance     As the Group operates                                           To decrease the 
 may be compromised           primarily in,                                                  vulnerability 
 by adverse developments      and sources nearly                                             to the economic 
 in the economic              all of its revenue                                             cycles and adverse 
 environment.                 from Georgia,                                                  economic developments, 
 The slowdown of              its business,                                                  the Group identifies 
 economic growth              financial condition                                            and limits its 
 in Georgia will              and results of                                                 exposure to cyclical 
 have an adverse              operations are,                                                industries within 
 impact on the repayment      and will continue                                              its risk appetite 
 capacity of the              to be, highly                                                  framework. 
 borrowers and restrain       dependent on the 
 their future investment      general economic                                               The Group has 
 and expansion plans.         conditions in                                                  established a 
 These occurrences            the country.                                                   macroeconomic 
 will be reflected                                                                           monitoring process. 
 in the Group's portfolio     During 2011-2016,                                              This enables a 
 quality and                  the Georgian economy                                           closely and recurrent 
 profitability,               recorded an average                                            observation of 
 and also impede              real GDP growth                                                the economic developments 
 the portfolio growth         of 4.5% per annum.                                             in Georgia, as 
 rates. Negative              In H1 2017 the                                                 well as its neighbouring 
 macroeconomic                growth of Georgian                                             countries, and 
 developments                 economy accelerated                                            to identify early 
 can compromise the           from 2.7% in 2016                                              warning signals 
 Group's performance          and reached 4.5%.                                              indicating imminent 
 through different                                                                           economic risks. 
 parameters such              Georgian economy                                               The given system 
 as higher unemployment       is open, liberal,                                              allows the Group 
 rates, increasing            well diversified,                                              to timely assess 
 retail sector default        and reasonably                                                 significant economic 
 rates, falling property      reformed. While                                                and political 
 values, worsening            it showed resilience                                           occurrences and 
 loan collateralisation,      during international                                           analyse their 
 lower debt service           or regional crises,                                            implications for 
 capabilities of              it is still exposed                                            the loan portfolio. 
 companies suffering          to many internal                                               The identified 
 from decreasing              and external developments.                                     implications are 
 sales.                       These could result                                             duly translated 
 The political and            in lower growth                                                into specific 
 economic instability         or, in some severe                                             action plans with 
 in the neighbouring          circumstances,                                                 regards to reviewing 
 and main trading             a contraction                                                  the underwriting 
 partner countries            of the economy.                                                standards, risk 
 negatively impacts                                                                          appetite metrics 
 the economic outlook                                                                        or limits including 
 of Georgia through                                                                          limits per each 
 a worsening current                                                                         of the most vulnerable 
 account                                                                                     industries. 
 (e.g. decreasing 
 exports, decreasing                                                                         Additionally, 
 tourism inflows,                                                                            the stress testing 
 lower remittances                                                                           and scenario analysis 
 and foreign direct                                                                          applied during 
 investments).                                                                               the credit review 
                                                                                             and portfolio 
                                                                                             monitoring processes 
                                                                                             enable the Group 
                                                                                             to have an advance 
                                                                                             evaluation of 
                                                                                             the impact of 
                                                                                             macroeconomic 
                                                                                             shocks on the 
                                                                                             business and the 
                                                                                             portfolio. 
 
                                                                                             Resilience towards 
                                                                                             a changing macroeconomic 
                                                                                             environment is 
                                                                                             also incorporated 
                                                                                             into credit underwriting 
                                                                                             standards. As 
                                                                                             such, borrowers 
                                                                                             are expected to 
                                                                                             withstand certain 
                                                                                             adverse economic 
                                                                                             developments through 
                                                                                             prudent financials, 
                                                                                             debt-servicing 
                                                                                             capabilities and 
                                                                                             conservative collateral 
                                                                                             coverage. 
--------------------------  --------------------------------------------------------------  -------------------------- 
 The Group encounters          The NBG sets the                                              The Group scrutinises 
 the capital risk              minimum regulatory                                             an introduction 
 of not meeting the            requirement for                                                of the new requirements 
 minimum regulatory            total capital                                                  and is in close 
 requirements that             adequacy ratio                                                 discussions with 
 may compromise growth         at 9.6% (Basel                                                 NBG. The exact 
 and strategic targets.        I) and 10.5% (Basel                                            requirements, 
                               II/III). The Bank's                                            as well as amount 
 The Bank is regulated         capitalisation                                                 of 
 by the NBG. The               stands at                                                      the buffers and 
 regulations and               14.7% and 14.6%                                                its impact on 
 various terms of              respectively as                                                the capital planning 
 its funding and               of 30 June 2017.                                               is not yet determined. 
 other arrangements            In terms of Tier                                               Based on the initial 
 require compliance            1 capital, TBC                                                 assessments the 
 with certain capital          Bank's capital                                                 changes should 
 adequacy ratio and            adequacy ratio                                                 not impact the 
 other ratios. Local           is 10.8% per Basel                                             growth and dividend 
 regulatory requirements       II/III and 9.6%                                                guidelines. 
 are more conservative         per Basel I, versus 
 than the current              the minimum requirements                                       As part of the 
 Basel standards.              of 8.5% and 6.4%                                               ongoing capital 
 In addition, NBG's            respectively.                                                  management process, 
 proposed new capital          The ratios are                                                 the Group undertakes 
 adequacy framework            above the respective                                           stress-testing 
 (discussed in this            regulatory minimums                                            and sensitivity 
 section) could increase       and additional                                                 analysis to quantify 
 the risk and                  stress buffers                                                 extra capital 
 uncertainties                 set by the Bank.                                               consumption under 
 related to the capital        Basel I requirements                                           different scenarios. 
 management process.           will expire by                                                 Based on such 
                               the end of 2017.                                               analyses, the 
                                                                                              Group holds extra 
                               The NBG is reviewing                                           capital buffers 
                               the existing capital                                           to steadily meet 
                               adequacy regulation                                            the existing minimum 
                               and is going to                                                regulatory requirements. 
                               introduce certain                                              Capital forecasts, 
                               changes. Currently                                             as well as the 
                               these changes                                                  results of the 
                               are in draft form                                              stress tests and 
                               and are being                                                  what-if scenarios, 
                               discussed with                                                 are actively monitored 
                               the banks and                                                  with the involvement 
                               other stakeholders.                                            of the Bank's 
                               Estimated introduction                                         Management Board 
                               date is Q4 2017.                                               (the "Management 
                               The summary of                                                 Board") and its 
                               main changes:                                                  risk committee 
                                *    Current capital requirement will be divided across       to ensure prudent 
                                     Pillar 1 and Pillar 2 buffers to increase clarity and    management and 
                                     comparability                                            timely actions 
                                                                                              when needed. 
 
                                *    Capital conservation buffer currently incorporated in    With regards to 
                                     minimum capital requirements will be separated           the changes in 
                                                                                              PTI and LTV, the 
                                                                                              Group expects 
                                *    Systemic risk buffer will be introduced for              to compensate 
                                     systematically important banks over 3 year period        negative capital 
                                                                                              impact through 
                                                                                              appropriate pricing 
                                *    Countercyclical capital buffer will be introduced and    of such loans. 
                                     the rate will be 0% 
 
 
                                *    Additional loan portfolio concentration buffer will 
                                     be introduced under Pillar 2 
 
 
                                *    Current conservative weighting for CICR will be 
                                     replaced by appropriate Pillar 2 buffer (Unhedged 
                                     Currency Induced Credit Risk Buffer) 
 
 
                                *    GRAPE buffer defined by the supervisor will be 
                                     applied based on the bank specific risks 
 
 
 
                               Finally, NBG has 
                               also introduced 
                               PTI and LTV ratio 
                               for retail loans 
                               which will affect 
                               loans issued after 
                               30 November 2017. 
                               The exposures 
                               which are out 
                               of the defined 
                               range will be 
                               assigned higher 
                               risk weights from 
                               normal 75-100% 
                               to higher 100-150%. 
                               These changes 
                               will have negative 
                               effect on capital. 
                               In addition, NBG 
                               has also increased 
                               the group exposure 
                               limit from GEL 
                               350,000 to GEL 
                               2 million for 
                               the regulatory 
                               retail category. 
--------------------------  --------------------------------------------------------------  -------------------------- 
 The Group is exposed        The Group's loan                                                The Group constantly 
 to concentration             portfolio is diversified,                                      checks its concentrations 
 risk.                        with maximum exposure                                          to single counterparties 
 Banks operating              to a single industry                                           as well as sectors 
 in developing markets        (i.e. energy and                                               and common risk 
 are typically exposed        utility) standing                                              drivers, and introduces 
 to both single name          at 8.6%.. The                                                  limits for risk 
 and sector concentration     share of top 20                                                mitigation. As 
 risks. The Group             borrowers' exposure                                            part of the Risk 
 has large individual         decreased from                                                 Appetite Framework, 
 exposures to single          14.4% to 13.0%                                                 the Group limits 
 name borrowers.              YoY.                                                           both name concentration 
 Their eventual default                                                                      as well as sectorial 
 will entail increased                                                                       concentrations. 
 credit losses and                                                                           Any considerable 
 high impairment                                                                             change in the 
 charges. The Group's                                                                        economic or political 
 portfolio is well                                                                           environment, in 
 diversified across                                                                          Georgia or neighboring 
 sectors, resulting                                                                          countries, will 
 in only a moderate                                                                          trigger the Group's 
 vulnerability to                                                                            review of the 
 sector concentration                                                                        risk appetite 
 risks. However should                                                                       criteria in order 
 exposure to common                                                                          to mitigate emerging 
 risk drivers increase,                                                                      risk concentrations. 
 the risks are expected                                                                      Stringent monitoring 
 to amplify                                                                                  tools are in place 
 correspondingly.                                                                            to ensure the 
                                                                                             compliance with 
                                                                                             the set limits. 
                                                                                             In addition, the 
                                                                                             Bank has dedicated 
                                                                                             restructuring 
                                                                                             teams to manage 
                                                                                             weakened borrowers. 
                                                                                             When it is deemed 
                                                                                             necessary, clients 
                                                                                             are transferred 
                                                                                             to such teams 
                                                                                             for a more efficient 
                                                                                             handling and, 
                                                                                             ultimately, to 
                                                                                             limit resulting 
                                                                                             credit risk losses. 
                                                                                             According to the 
                                                                                             Basel II Pillar 
                                                                                             2 guidelines, 
                                                                                             the Group has 
                                                                                             developed a model 
                                                                                             to estimate unexpected 
                                                                                             losses from single 
                                                                                             name borrowers 
                                                                                             and sector concentration. 
                                                                                             This model ensures 
                                                                                             that the Group 
                                                                                             remains adequately 
                                                                                             capitalised towards 
                                                                                             concentration 
                                                                                             risks. 
--------------------------  --------------------------------------------------------------  -------------------------- 
 Liquidity risk is                Throughout H1                                              The group is already 
 inherent in the                   2017 the Group                                             prepared for the 
 Group's operations.               was in compliance                                          new liquidity 
 While the Board                   with Risk Appetite                                         requirement and 
 believes that the                 limits, as well                                            as of June 30 
 Group currently                   as the minimum                                             2017 the Group 
 has sufficient financial          liquidity requirements                                     is compliant with 
 resources available               set by the NBG.                                            the newly introduced 
 to meet its obligations           As of 30 June                                              LCR requirement. 
 as they fall due,                 2017, the net 
 liquidity risk is                 loan to deposits                                           To properly manage 
 inherent in banking               plus IFI funding                                           liquidity, the 
 operations and can                ratio stood                                                group operates 
 be heightened by                                                                             with time-tested 
 a number of factors.                                                                         forecasting and 
 These include an                  at 90.6%, liquidity                                        monitoring framework 
                                   coverage ratio[9]                                          and holds appropriate 
 overreliance on,                  was at 352% and                                            liquidity buffers. 
 or an inability,                  net stable funding                                         The Group performs 
 to access a particular            ratio was at 129%[10].                                     an outflow scenario 
 source of funding,                                                                           analysis for both 
 changes in credit                 NBG has introduced                                         normal and stress 
 ratings or market-wide            new liquidity                                              circumstances 
 phenomena, such                   requirements (NBG                                          to make sure that 
 as, for example,                  liquidity coverage                                         they can be met 
 the global financial              ratio, "LCR")                                              by the Group's 
 crisis that commenced             for short-term                                             liquid assets 
 in 2007. Access                   liquidity risk                                             and cash inflows. 
 to credit for companies           management purposes,                                       The Group maintains 
 in emerging market                which is developed                                         diversified funding 
 is significantly                  under Basel III                                            structure to manage 
 influenced by the                 with additional                                            respective liquidity 
 level of investor                 constraints above                                          risk. 
 confidence and,                   Basel requirements. 
 as such, any factors                                                                         Furthermore, the 
 affecting investor                Based on the new                                           new framework 
 confidence (for                   framework, the                                             both increases 
 example, a downgrade              limits are defined                                         the effective 
 in credit ratings,                for total and                                              liquidity requirement 
 central bank or                   as well for both                                           and improves the 
 state interventions               GEL and FC currencies                                      liability structure 
 or debt restructurings            as follows:                                                through appropriate 
 in a relevant industry)                                                                      liquidity requirement. 
 could influence                    *    Total LCR>=100% 
 the price or availability                                                                    As a part of liquidity 
 of funding for companies                                                                     risk management 
 operating in any                   *    GEL LCR>=75%                                         framework the 
 of these markets.                                                                            Group has a Liquidity 
                                                                                              Contingency Plan 
 Although, the Group                *    FC LCR>=100%                                         in place outlining 
 believes there is                                                                            risk indicators 
 adequate liquidity                                                                           for different 
 to withstand significant                                                                     stress scenarios 
 withdrawals of customer           This requirement                                           and respective 
 deposits, but the                 will come into                                             action plans. 
 unexpected and rapid              force starting 
 withdrawal of a                   from September 
 substantial amount                and will slightly 
 of deposits could                 increase the effective 
 have a material                   liquidity requirements. 
 adverse impact on 
 the Group's business,             Together with 
 financial condition,              the introduction 
 and results of operations         of LCR, in order 
 and/or prospects.                 to improve management 
                                   of long-term liquidity, 
 In addition, NBG                  NBG plans to implement 
 introduced a new                  Net Stable Funding 
 liquidity management              Ratio (NSFR), 
 framework described               which will void 
 in this section,                  existing liquidity 
 which has increased               requirement. 
 the effective liquidity 
 requirement for 
 the Group. While 
 the new requirement 
 decreases structural 
 liquidity risk through 
 more adequate framework, 
 it has increased 
 the risk of not 
 meeting minimum 
 liquidity requirement. 
--------------------------  --------------------------------------------------------------  -------------------------- 
 Any decline in the          The majority of                                                 Still high level 
 Group's net interest         Group's total                                                   of current margins, 
 income or net interest       income derives                                                  continuous increase 
 margin could lead            from net interest                                               in fee and commission 
 to a reduction in            income. Consequently,                                           income and efforts 
 profitability.               the Group's results                                             in cost optimisation 
 The net interest             of operations                                                   represents a safeguard 
 income accounts              are affected by                                                 against margin 
 for the majority             fluctuations in                                                 declines posing 
 of the Group's total         its net interest                                                profitability 
 income. Consequently,        margin ("NIM").                                                 concerns for the 
 fluctuations in              In Q2 2017 the                                                  Group. 
 its net interest             NIM stood at 6.8%                                               Pricing framework 
 margin affect the            down by 1.1 pp                                                  and profitability 
 results of operations.       yoy and up by                                                   analysis assist 
 High competition             0.2 pp QoQ. The                                                 the Group in decision 
 on the local banking         reduction in NIM                                                making. In cases 
 sector could drive           was driven by                                                   where loans are 
 interest rates down,         the Group's proactive                                           extended on fixed 
 compromising the             decision to strengthen                                          terms rather than 
 Group's profitability.       the market position                                             floating, the 
 At the same time,            across all segments                                             interest rate 
 the cost of funding          and products in                                                 risk is adequately 
 is largely exogenous         the anticipation                                                translated into 
 to the Group and             of falling yields                                               price premiums, 
 is derived based             on the market.                                                  safeguarding against 
 on both the national                                                                         increasing interest 
 and international            The Group tries                                                 rates. 
 markets.                     to close a direct 
                              exposure to LIBOR                                               The Group expects 
 Recent decrease              and the local                                                   margins to decrease 
 in margins have              refinancing rates                                               in the medium 
 a negative contribution      or, where this                                                  term. The decrease 
 to the Group's               is not feasible,                                                has been included 
 profitability.               price them appropriately.                                       in the forecast 
 Above mentioned              As of 30 June                                                   which provides 
 new liquidity requirement    2017, GEL 1,880                                                 the basis for 
 could have further           million in assets                                               the Group's guidance. 
 negative effect              (17%) and GEL 
 on the margins and           1,301 million                                                   In addition, the 
 profitability of             in liabilities                                                  Group expects 
 the Group.                   (14%) were floating,                                            that the decreasing 
                              related to the                                                  effect will be 
                              LIBOR/ FED/ECB                                                  compensated in 
                              (deposit facility)                                              practice by increased 
                              rates. During                                                   fee and commission 
                              the same period                                                 income and decreased 
                              GEL 1,529 million                                               unit cost spent 
                              of assets (14%)                                                 per transaction. 
                              and GEL 1,711 
                              million of liabilities 
                              (18%) were floating 
                              related to the 
                              NBG's refinancing 
                              rate. 
--------------------------  --------------------------------------------------------------  -------------------------- 
 The threat posed            No major cyber-attack                                           The Group actively 
  by cyber-attacks            attempts have                                                  monitors, detects 
  has increased in            targeted a Georgian                                            and prevents risks 
  recent years and            commercial banks                                               arising from 
  it continues to             in recent years.                                               cyber-attacks. 
  grow. The risk of           Nonetheless, the                                               The Group's staff 
  potential cyber-attacks,    Group's increasing                                             monitors developments 
  which have become           dependency on                                                  on both local 
  more sophisticated,         IT systems increases                                           and international 
  may lead to significant     its exposure to                                                markets to increase 
  security breaches.          potential cyberattacks.                                        awareness of emerging 
  Such risks change                                                                          forms of cyber-attacks. 
  rapidly and require                                                                        Intrusion Prevention 
  continued focus                                                                            and DDoS protection 
  and investment.                                                                            systems are in 
                                                                                             place to protect 
                                                                                             the Group from 
                                                                                             external cyber-threats. 
                                                                                             Security incident 
                                                                                             and event monitoring 
                                                                                             system in conjunction 
                                                                                             with respective 
                                                                                             processes and 
                                                                                             procedures are 
                                                                                             in place to handle 
                                                                                             cyber-incidents 
                                                                                             effectively. Processes 
                                                                                             are continuously 
                                                                                             updated and enhanced 
                                                                                             in order to respond 
                                                                                             to new potential 
                                                                                             threats. The Data 
                                                                                             Recovery Policy 
                                                                                             is in place to 
                                                                                             ensure business 
                                                                                             continuity in 
                                                                                             case of serious 
                                                                                             cyber-attacks. 
--------------------------  --------------------------------------------------------------  -------------------------- 
 The Group is exposed        The Bank is regulated                                           The Group has 
 to regulatory risk.          by the NBG. In                                                  established systems 
 The Group's activities       addition to mandatory                                           and processes 
 are highly regulated         capital adequacy                                                to ensure full 
 and thus face regulatory     and liquidity                                                   regulatory compliance. 
 risk. The local              ratios (please                                                  The dedicated 
 regulator, the National      see capital and                                                 compliance department, 
 Bank of Georgia,             liquidity risks),                                               reporting directly 
 can increase the             the NBG sets lending                                            to the Chief Executive 
 prudential requirements      limits and other                                                Officer is the 
 across the whole             economic ratios,                                                primary responsible 
 sector as well as            including, inter                                                for the regulatory 
 for specific institutions    alia, lending                                                   compliance. However, 
 within it. Therefore,        ratios, and investment                                          the compliance 
 the Group's profitability    ratios. Under                                                   is embedded in 
 and performance              the Georgian banking                                            all levels of 
 may be compromised           regulations, the                                                the Bank. The 
 by an increased              Bank is required,                                               Group's Risks, 
 regulatory burden,           among other things,                                             Ethics and Compliance 
 including higher             to comply with                                                  Committee is responsible 
 capital requirements.        minimum reserve                                                 for the regulatory 
 In this context,             requirements and                                                compliance at 
 recent NBG initiatives       mandatory financial                                             the Board level. 
 are relevant, whereby,       ratios and regularly                                            In terms of banking 
 while these initiatives      file periodic                                                   regulations as 
 improve risk profile         reports. The Bank                                               well as Georgia's 
 of the Group (though         is also regulated                                               taxation system, 
 mainly higher liquidity,     by respective                                                   the Group is closely 
 better diversified           tax code or other                                               engaged with the 
 liability and stronger       relevant laws                                                   regulator to ensure 
 capital position),           in Georgia. Following                                           that new procedures 
 they could negatively        the Company's                                                   and requirements 
 impact Profitability,        listing on the                                                  are discussed 
 growth and dividend          London Stock Exchange's                                         in detail before 
 plans of the group           premium segment,                                                their implementation. 
 if the changes are           the Group became                                                While the decisions 
 not properly reflected       subject to increased                                            made by the regulator 
 into the pricing.            regulations from                                                are beyond the 
                              the UK Listing                                                  Group's control, 
 The group is also            Authority. In                                                   significant regulatory 
 subject to certain           addition to its                                                 changes are usually 
 UK, European or              banking operations,                                             preceded by a 
 global regulations           the Group also                                                  consultative period 
 that increase the            offers other regulated                                          that allows all 
 regulation risk              financial services                                              lenders to provide 
 or the regulatory            products, including                                             feedback and adjust 
 uncertainty.                 leasing, insurance                                              their business 
                              and brokerage                                                   practice. 
                              services. The 
                              Group's current 
                              operations in 
                              Azerbaijan (through 
                              TBC Kredit) are 
                              required to comply 
                              with the Azerbaijani 
                              regulations. The 
                              Group's operations 
                              remain in full 
                              compliance with 
                              all relevant legislation 
                              and regulations. 
                              The Group is also 
                              subject to financial 
                              covenants in its 
                              debt agreements 
                              and is fully compliant 
                              with all covenants. 
                              . 
--------------------------  --------------------------------------------------------------  -------------------------- 
 

Statement of Directors' Responsibilities

Each of the Directors (the names of whom are set out below) confirm that to the best of their knowledge that:

-- The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union;

-- The interim management report herein includes a fair review of the information required by Disclosure Guidance and Transparency Rules 4.2.7R and 4.2.8R namely:

o an indication of important events that have occurred during the six months ended 30 June 2017 and their impact on the condensed consolidated interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

o any related party transactions in the six months ended 30 June 2017 that have materially affected the financial position or performance of TBC Bank during that period and any changes in the related party transactions described in the last Annual Report that could have a material effect on the financial position or performance of TBC Bank in the six months ended 30 June 2017.

Signed on behalf of the Board by:

 
 Vakhtang Butskhrikidze       Giorgi Shagidze 
 
   CEO                          Deputy CEO, CFO 
 
   21 August 2017               21 August 2017 
 
 
   TBC Bank Group PLC Board 
   of Directors: 
 
 Chairman                     Deputy Chairman 
 Mamuka Khazaradze            Badri Japaridze 
 
 Executive Directors          Non-executive Directors 
 Vakhtang Butskhrikidze       Nikoloz Enukidze (SID) 
  (CEO) 
 Giorgi Shagidze (CFO)        Stefano Marsaglia 
                              Nicholas Dominic Haag 
                              Eric J. Rajendra 
                              Stephan Wilcke 
 

Unaudited Condensed Consolidated Interim Financial Information

Contents

Review Report

Unaudited Condensed Consolidated Interim Statement of Financial Position .................................................................... 53

Unaudited Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income....................54

Unaudited Condensed Consolidated Interim Statement of Changes in Equity..................................................................... 56

Unaudited Condensed Consolidated Interim Statement of Cash Flows................................................................................ 57

Notes to the Unaudited Condensed Consolidated Financial Statements................................................................58

Independent review report to TBC Bank Group plc

Report on the unaudited condensed consolidated interim financial information

Our conclusion

We have reviewed TBC Bank Group plc's unaudited condensed consolidated interim financial information (the "interim financial statements") for the 6 month period ended 30 June 2017. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

What we have reviewed

The interim financial statements comprise:

   --      the condensed consolidated statement of financial position as at 30 June 2017; 

-- the condensed consolidated statement of profit or loss and other comprehensive income for the period then ended;

   --      the condensed consolidated statement of cash flows for the period then ended; 
   --      the condensed consolidated statement of changes in equity for the period then ended; and 
   --      the explanatory notes to the interim financial statements. 

The interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors

The interim financial statements are the responsibility of, and have been approved by, the directors. The directors are responsible for preparing the interim financial statements in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Our responsibility is to express a conclusion on the interim financial statements based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What a review of interim financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

PricewaterhouseCoopers LLP

Chartered Accountants

London

21 August 2017

 
    Unaudited Condensed Consolidated Statements 
               of Financial Position 
                                          30 June    31 December 
                                            2017         2016 
In thousands of GEL               Note  (Unaudited)   (Audited) 
--------------------------------  ----  -----------  ----------- 
 
Assets 
Cash and cash equivalents          6      1,219,108      945,180 
Due from other banks               7         41,096       24,725 
Mandatory cash balances 
 with the National Bank of 
 Georgia                           8        931,654      990,642 
Loans and advances to customers    9      7,174,305    7,133,702 
Investment securities available 
 for sale                                   618,044      430,703 
Bonds carried at amortized 
 cost                                       389,036      372,956 
Investments in subsidiaries 
 and associates                               1,021            - 
Investments in finance leases                96,329       95,031 
Investment properties                        93,502       95,615 
Current income tax prepayment                 7,719        7,430 
Deferred income tax asset                     3,407        3,511 
Other financial assets                       94,238       94,627 
Other assets                                197,533      171,263 
Premises and equipment             10       320,139      314,032 
Intangible assets                  10        65,034       60,957 
Goodwill                                     28,657       28,658 
 
 
Total assets                             11,280,822   10,769,032 
 
 
Liabilities 
 
Due to credit institutions         11     2,313,550    2,197,577 
Customer accounts                  12     6,666,413    6,454,949 
Other financial liabilities                 122,019       50,998 
Current income tax liability                    272        2,577 
Debt securities in issue                     24,106       23,508 
Deferred income tax liability                 2,138        5,646 
Provisions for liabilities 
 and charges                       13        10,733       16,026 
Other liabilities                            61,013       66,739 
Subordinated debt                  14       390,070      368,381 
 
 
Total liabilities                         9,590,314    9,186,401 
 
 
EQUITY 
Share capital                      15         1,601        1,581 
Share premium                      15       706,580      677,211 
Retained earnings                         1,051,973      955,173 
Group reorganisation reserve              (162,166)    (162,166) 
Share based payment reserve        16         4,753       23,327 
Revaluation reserve for 
 premises                                    70,045       70,460 
Revaluation reserve for 
 available-for-sale securities              (1,106)      (3,681) 
Cumulative currency translation 
 reserve                                    (7,694)      (7,538) 
 
 
Net assets attributable 
 to owners                                1,663,986    1,554,367 
Non-controlling interest                     26,522       28,264 
 
 
Total equity                              1,690,508    1,582,631 
 
 
Total liabilities and equity             11,280,822   10,769,032 
 
 

The financial statements on pages 53 to 108 were approved by the Board of Directors on 21 August 2017 and signed on its behalf by:

   ______________________________                                     ______________________________ 

Vakhtang Butskhrikidze Giorgi Shagidze

Chief Executive Officer Chief Financial Officer

 
Unaudited Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income 
 
                                                                                                  Six months ended 
                                                                                            -------------------------- 
                                                                                            30 June 2017  30 June 2016 
In thousands of GEL                                                                   Note   (Unaudited)   (Unaudited) 
------------------------------------------------------------------------------------  ----  ------------  ------------ 
 
Interest income                                                                        19        487,667       341,026 
Interest expense                                                                       19      (195,593)     (124,488) 
 
 
Net interest income                                                                              292,074       216,538 
 
 
Fee and commission income                                                              20         89,719        62,228 
Fee and commission expense                                                             20       (34,502)      (22,546) 
 
 
Net fee and commission income                                                                     55,217        39,682 
 
 
Net insurance premiums earned                                                                      6,382             - 
Net insurance claims incurred                                                                    (3,301)             - 
 
 
Insurance Profit                                                                                   3,081             - 
 
 
Net gains from trading in foreign currencies                                                      43,392        29,085 
Net gain/(losses) from foreign exchange translation                                                2,037         (999) 
Net losses from derivative financial instruments                                                    (38)         (472) 
Net gains from disposal of available for sale investment securities                                    -         8,795 
Other operating income                                                                 21         14,234         8,362 
Share of profit of associates                                                                        577             - 
 
 
Other operating non-interest income                                                               60,202        44,771 
 
 
Provision for loan impairment                                                          9        (40,367)      (25,277) 
Provision for impairment of investments in finance lease                                           (129)         (111) 
(Provision for)/recovery of provision for performance guarantees and credit related 
 commitments                                                                           13          1,547       (2,076) 
Provision for impairment of other financial assets                                               (4,425)       (1,193) 
Impairment of investment securities available for sale                                                 -          (11) 
 
 
Operating income after provisions for impairment                                                 367,200       272,323 
 
 
Staff costs                                                                                    (102,376)      (69,473) 
Depreciation and amortisation                                                          10       (17,523)      (13,610) 
Provision for liabilities and charges                                                              2,495             - 
Administrative and other operating expenses                                            22       (58,446)      (51,585) 
 
 
Operating expenses                                                                             (175,850)     (134,668) 
 
 
Profit before tax                                                                                191,350       137,655 
 
 
Income tax expense                                                                              (14,935)         1,582 
 
 
Profit for the period                                                                            176,415       139,237 
 
Other comprehensive income: 
 Items that may be reclassified subsequently to profit or loss 
Revaluation of available-for-sale investments                                                      2,613         3,144 
Gain less losses reclassified to profit or loss upon disposal of available for-sale 
 investments                                                                                           -       (8,853) 
Exchange differences on translation to presentation currency                                       (158)         (325) 
Income tax recorded directly in other comprehensive income                                             -         1,401 
Items that will not be reclassified to profit or loss: 
Income tax recorded directly in other comprehensive income                                         (422)        10,506 
 
 
Other comprehensive income for the period                                                          2,033         5,873 
 
 
Total comprehensive income for the PERIOD                                                        178,448       145,110 
------------------------------------------------------------------------------------  ----  ------------  ------------ 
 
 
 
 
Profit is attributable to: 
 
  *    Owners of the Bank          173,519   140,261 
 
  *    Non-controlling interest      2,896   (1,024) 
 
Profit for the period              176,415   139,237 
 
 
 
 
Total comprehensive income 
 is attributable to: 
 
  *    Owners of the Bank               175,523   146,134 
 
  *    Non-controlling interest           2,925   (1,024) 
 
 
Total comprehensive income 
 for the period                         178,448   145,110 
 
 
Earnings per share for profit 
 attributable to the owners 
 of the Bank: 
 
  *    Basic earnings per share     17     3.31      2.81 
 
  *    Diluted earnings per share   17     3.26      2.78 
 
 
 
                                     Unaudited Condensed Consolidated Statements of Changes in Equity 
------------------------------------------------------------------------------------------------------------------------------------------ 
 
                                                                    Net assets Attributable to owners 
--------------  ----                                                                                                                        ---------------- 
                       Share    Share        Group         Share based     Revaluation  Revaluation  Cumulative     Retained         Total 
                      capital  pre-mium  reorganisation  payments reserve  reserve for  reserve for   currency       earnings 
                                            reserve                         Premises     Available   translation 
In thousands                                                                             for sale      reserve                              Non-control-ling      Total 
of GEL          Note                                                                    securities                                                  interest     equity 
--------------  ----  -------  --------  --------------  ----------------  -----------  -----------  -----------  -------------  ---------  ----------------  --------- 
 
 
Balance as of 
 1 January 
 2016                  19,587   407,474               -            12,755       59,532        5,759      (6,590)        712,743  1,211,260             7,189  1,218,449 
 
 
Profit for the 
 six months 
 ended 30 June 
 2016                       -         -               -                 -            -            -            -        140,261    140,261           (1,024)    139,237 
Other 
 comprehensive 
 income/(loss) 
 for six 
 months ended 
 30 June 2016               -         -               -                 -       10,506      (4,308)        (325)              -      5,873                 -      5,873 
 
 
Total 
 comprehensive 
 income/(loss) 
 for six 
 months ended 
 30 June 2016               -         -               -                 -       10,506      (4,308)        (325)        140,261    146,134           (1,024)    145,110 
 
Share based 
 payment         16         -         -               -             5,925            -            -            -              -      5,925                 -      5,925 
Increase in 
 share capital 
 arising from 
 share based 
 payment                   36     1,175               -           (1,211)            -            -            -              -          -                 -          - 
Dividends paid              -         -               -                 -            -            -            -       (54,560)   (54,560)                 -   (54,560) 
Balance as of 
 30 June 2016          19,623   408,649               -            17,469       70,038        1,451      (6,915)        798,444  1,308,759             6,165  1,314,924 
 
 
  Balance as 
  of 1 January 
  2017                  1,581   677,211       (162,166)            23,327       70,460      (3,681)      (7,538)        955,173  1,554,367            28,264  1,582,631 
 
Profit for the 
 six months 
 ended 30 June 
 2017                       -         -               -                 -            -            -            -        173,519    173,519             2,896    176,415 
Other 
 comprehensive 
 income/(loss) 
 for six 
 months ended 
 30 June 2017               -         -               -                 -        (415)        2,575        (156)              -      2,004                29      2,033 
 
 
Total 
 comprehensive 
 income/(loss) 
 for six 
 months ended 
 30 June 2017               -         -               -                 -        (415)        2,575        (156)        173,519    175,523             2,925    178,448 
 
 
Share issue                16    24,237               -          (24,253)            -            -            -              -          -                 -          - 
Share based 
 payment 
 accrual         16         -         -               -             5,679            -            -            -              -      5,679             (278)      5,401 
Conversion of 
 shares                     4     5,132               -                 -            -            -            -        (1,909)      3,227           (3,196)         31 
Dividends 
 declared                   -         -               -                 -            -            -            -       (74,810)   (74,810)           (1,193)   (76,003) 
 
 
Balance as of 
 30 June 2017           1,601   706,580       (162,166)             4,753       70,045      (1,106)      (7,694)      1,051,973  1,663,986            26,522  1,690,508 
 
 
 
 
                              Unaudited Condensed Consolidated Statements of Cash Flows 
---------------------------------------------------------------------------------------------------------------------- 
                                                                                     Six months ended 
 
  In thousands of GEL                                         Note  30 June 2017 (Unaudited)  30 June 2016 (Unaudited) 
 
Cash flows from operating activities 
Interest received                                                                    468,391                   328,321 
Interest paid                                                                      (195,640)                 (123,338) 
Fees and commissions received                                                         89,329                    62,899 
Fees and commissions paid                                                           (34,802)                  (22,739) 
Insurance premium received                                                             7,153                         - 
Insurance claims paid                                                                (3,497)                         - 
Income received from trading in foreign currencies                                    43,392                    29,085 
Other operating income received                                                        8,334                     5,516 
Staff costs paid                                                                   (102,975)                  (72,219) 
Administrative and other operating expenses paid                                    (53,075)                  (46,369) 
Income tax paid                                                                     (21,785)                  (10,873) 
 
 
Cash flows from operating activities before changes in 
 operating assets and liabilities                                                    204,825                   150,283 
 
 
Net change in operating assets 
Due from other banks and mandatory cash balances with the 
 National Bank of Georgia                                                              3,043                 (143,663) 
Loans and advances to customers                                                    (499,822)                 (173,777) 
Investment in finance lease                                                          (8,531)                   (1,943) 
Other financial assets                                                                 1,007                   (2,071) 
Other assets                                                                           1,103                     1,694 
Net change in operating liabilities 
Due to other banks                                                                 (223,686)                   128,868 
Customer accounts                                                                    610,920                   156,872 
Other financial liabilities                                                          (8,600)                     1,967 
Other liabilities and provision for liabilities and charges                            (211)                     (303) 
 
 
Net cash from operating activities                                                    80,048                   117,927 
 
 
Cash flows from investing activities 
Acquisition of investment securities available for sale                            (401,304)                  (73,382) 
Proceeds from redemption at maturity of investment 
 securities available for sale                                                       218,981                   111,500 
Acquisition of bonds carried at amortised cost                                     (141,849)                 (171,391) 
Proceeds from redemption of bonds carried at amortised cost                          131,693                   179,799 
Acquisition of premises, equipment and intangible assets                            (32,262)                  (18,437) 
Disposal of premises, equipment and intangible assets                                  1,506                       315 
Proceeds from disposal of investment property                                          2,570                     1,119 
Acquisition of subsidiaries and associates                                             (350)                         - 
 
 
Net cash (used in)/ from investing activities                                      (221,015)                    29,523 
 
 
Cash flows from financing activities 
Proceeds from other borrowed funds                                                 1,019,147                    18,699 
Redemption of other borrowed funds                                                 (640,409)                 (459,423) 
Proceeds from subordinated debt                                                       52,990                    18,131 
Redemption of subordinated debt                                                            -                  (13,644) 
Proceeds from debt securities in issue                                                 2,823                         - 
Redemption of debt securities in issue                                                     -                   (4,636) 
Dividends paid                                                                       (1,193)                  (54,560) 
Issue of ordinary shares                                                                  31                         - 
 
 
Net cash from/(used in) financing activities                                         433,389                 (495,433) 
 
 
Effect of exchange rate changes on cash and cash equivalents                        (18,494)                  (28,159) 
 
 
Net increase in cash and cash equivalents                                            273,928                 (376,142) 
Cash and cash equivalents at the beginning of the period       6                     945,180                   720,347 
 
 
Cash and cash equivalents at the end of the period             6                   1,219,108                   344,205 
 
 
 

Notes to the Unaudited Condensed Consolidated Financial Statements

   1        Introduction 

This condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" for the six months ended 30 June 2017 for TBC Bank Group PLC and its subsidiaries (together referred to as the "Group" or "TBC Bank Group PLC").

This condensed consolidated interim financial information has been reviewed, not audited.

The Group has 157 (2016: 167) branches within Georgia and 6,898 employees (2016: 6,292).

On 1 June 2016, TBC Bank Group PLC ("TBCG"), a public limited liability company, incorporated in England and Wales on 26 February 2016, launched the Tender Offer (the "Tender Offer") to exchange its entire ordinary share capital for an equivalent number of the Bank's ordinary shares and thus to acquire the entire issued share capital, including those shares represented by Global Depositary Receipts ("GDRs"), of JSC TBC Bank (hereafter the "Bank"). Following the successful completion of the Tender Offer on 4 August 2016, as of 30 June 2017 TBCG holds 98.67% of the share capital of the Bank, thus representing the Bank's ultimate parent company. Together with the Bank and subsidiaries, TBCG makes up a group of companies. The Bank is a parent of a group of companies incorporated in Georgia and Azerbaijan, their primary business activities include providing banking, leasing, brokerage and card processing services to corporate and individual customers. The Group's list of companies is provided in Note 2.

The shares of TBCG ("TBCG Shares") were admitted to the Premium Listing segment of the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange PLC's Main Market for listed securities effective on 10 August 2016 (the "Admission", Note 15). The Bank is the Group's main operating unit and it accounts for most of the Group's activities.

TBC Bank Group PLC's registered legal address is St. Andrew 6, London, United Kingdom EC4A3AE. Registered number of TBC Bank Group PLC is 10029943.

As of 30 June 2017 and 31 December 2016, the following shareholders directly owned more than 5% of the total outstanding shares of the Group. Other shareholders individually owned less than 5% of the outstanding shares. As of 30 June 2017 and 31 December 2016 the Group had no ultimate controlling party. Other includes individual as well as corporate shareholders.

 
                                                                   30 June 2017     31 December 2016 
                                                             Ownership interest   Ownership interest 
 
Shareholders                                          Note 
 
TBC Holdings LTD                                                            15%                  15% 
European Bank for Reconstruction and Development                             8%                  12% 
JPMorgan Asset Management                                                    9%                   7% 
Schroder Investment Management                                               8%                   7% 
Dunross & Co.                                                                6%                   6% 
Liquid Crystal International N.V. LLC                                        6%                   5% 
Societe Generale SA                                                           -                   5% 
Other                                                                       48%                  43% 
 
 
Total                                                                      100%                 100% 
 
 

As a result of the conversion of the Bank's shares into TBCG shares as described above and following the cancellation of GDR Programme in October 2016, the Group has no GDRs outstanding as of 30 June 2017.

The TBC Bank Group PLC holds 98.67% of the Bank as of 30 June 2017. The condensed consolidated financial statements include the following principal subsidiaries:

 
                       Proportion of voting rights and 
                           ordinary share capital 
                                                             Principal place       Year of                  Industry 
                                                              of business or    incorpo-ration 
Company Name           30 June 2017     31 December 2016       incorporation 
 
 JSC TBC Bank                  98. 67%             98.48%   Tbilisi, Georgia         1992                    Banking 
    Ltd Merckhali 
     Pirevli                      100%               100%   Tbilisi, Georgia         2009          Operating leasing 
    United 
     Financial 
     Corporation 
     JSC                        98.67%             98.67%   Tbilisi, Georgia         1997            Card processing 
    TBC Capital 
     LLC                          100%               100%   Tbilisi, Georgia         1999                  Brokerage 
    TBC Leasing 
     JSC                        99.61%             99.61%   Tbilisi, Georgia         2003                    Leasing 
                                                                                                  Non-banking credit 
    TBC Kredit LLC                 75%                75%   Baku, Azerbaijan         2008                institution 
    Banking System 
     Service                                                                                             Information 
     Company LLC                  100%               100%   Tbilisi, Georgia         2009                   services 
    TBC Pay LLC                   100%               100%   Tbilisi, Georgia         2009                 Processing 
    Real Estate 
     Management                                                                                          Real estate 
     Fund JSC                     100%               100%   Tbilisi, Georgia         2010                 management 
    TBC Invest LLC                100%               100%  Ramat Gan, Israel         2011           PR and marketing 
                                                                                                         Real estate 
    Mali LLC                      100%               100%   Tbilisi, Georgia         2011                 management 
    Bank Republic                    -               100%   Tbilisi, Georgia         2016                    Banking 
    Group 
 JSC TBC Insurance                100%               100%   Tbilisi, Georgia         2014                  Insurance 
 
 

Presentation currency. These consolidated financial statements are presented in thousands of Georgian Lari ("GEL thousands"), unless otherwise indicated.

The country of registration or incorporation is also the principal area of operation of each of the above subsidiaries. On 8 May 2017 the Group completed the legal and operational process of merging JSC Bank Republic with TBC Bank.

The Group's corporate structure consists of a number of related undertakings, comprising subsidiaries and associates, which are not consolidated due to immateriality. A full list of these undertakings, the country of incorporation and the ownership of each share class is set out below.

 
                        Proportion of voting rights and 
                            ordinary share capital 
                          30 June        31 December 2016   Principal place of             Year of            Industry 
                            2017                                   business or      incorpo-ration 
Company Name                                                     incorporation 
 
UFC International                                               British Virgin 
 Ltd                               80%                 80%             Islands         2001         Investment Vehicle 
                                                                    Amsterdam, 
TBC Capital B.V.                   90%                 90%         Netherlands         2007         Investment Vehicle 
TBC Invest 
 International Ltd                100%                100%    Tbilisi, Georgia         2016         Investment Vehicle 
University 
 Development Fund               33.33%              33.33%    Tbilisi, Georgia         2007                  Education 
Ltd Georgian Mill 
 Company                          100%                100%    Tbilisi, Georgia         2010              Manufacturing 
 
   2    Summary of Significant Accounting Policies 

Basis of preparation. This condensed consolidated interim financial information for the half-year reporting period ended 30 June 2017 has been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and IAS 34 Interim Financial Reporting as adopted by the European Union. This condensed consolidated interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2016, which has been prepared in accordance with IFRSs as adopted by the European Union and any public announcements made by TBC Bank Group PLC during the interim reporting period.

Except as described below, the same accounting policies and methods of computation were followed in the preparation of this condensed consolidated interim financial information as used in the preparation of the annual consolidated financial statements for the year ended 31 December 2016.

Going Concern. The Board of Directors of TBC Bank Group PLC has prepared these financial statements on a going concern basis. In making this judgement the management considered the Group's financial position, current intentions, profitability of operations and access to financial resources, and it analysed the impact of the recent financial crisis on future operations of the Group. The management is not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern.

Interim period tax measurement. Interim period income tax expense is accrued using the effective tax rate that would be applicable to expected total annual earnings, that is, the estimated weighted average annual effective income tax rate applied to the pre-tax income of the interim period.

Foreign currency translation. At 30 June 2017 the closing rate of exchange used for translating foreign currency balances was USD 1 = GEL 2.3423 (31 December 2016: USD 1 = GEL 2.6468); EUR 1 = GEL 2.7444 (31 December 2016: EUR 1 = GEL 2.7940); GBP 1 = GEL 3.1192 (31 December 2016: GBP 1 = GEL 3.2579).

   3      Critical Accounting Estimates, and Judgements in Applying Accounting Policies 

Estimates and judgements that have the most significant effect on the amounts recognised in the interim financial information:

Impairment losses on loans and advances and finance lease receivables. The Group regularly reviews its loan portfolio and finance lease receivables to assess impairment. In determining whether an impairment loss should be recorded in the statement of profit or loss and other comprehensive income, the Group conclude whether there is, or not, any observable data indicating a measurable decrease in the estimated future cash flows from a portfolio of loans or finance lease receivables before the decrease can be identified with an individual loan in that portfolio. This evidence may include observable data indicating that there has been an adverse change in the payment status of borrowers in a group, or national or local economic conditions that correlate with defaults on assets in the group. When scheduling future cash flows the management uses estimates based on historical loss experience for assets with similar credit risk characteristics. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. A 5% increase or decrease between actual loss experience and the loss estimates used will result in an additional or lower charge for loan loss impairment of GEL 10,606 thousand (30 June 2016: GEL 9,505 thousand) and additional charge for impairment of finance lease receivables of GEL 58.9 thousand (30 June 2016: GEL 40.7 thousand), respectively.

Impairment provisions for individually significant loans and leases are based on the estimate of discounted future cash flows of the individual loans and leases taking into account repayments and realisation of any assets held as collateral against the loan or the lease. A 5% increase or decrease in the actual future discounted cash flows from individually significant loans which could arise from a mixture of differences in amounts and timing of the cash flows will result in an additional or lower charge for loan loss provision of GEL 876 thousand (30 June 2016: GEL 2,638 thousand), respectively.

A 5% increase or decrease in the actual future discounted cash flows from individually significant leases which could arise from a mixture of differences in amounts and timing of the cash flows will result in an additional or lower charge for provision of GEL 61.4 thousand (30 June 2016: GEL 40.7 thousand), respectively.

Deferred and current income tax. On 13 May 2016 the Government of Georgia enacted the changes in the Tax Code of Georgia effective from 1 January 2019, for commercial banks, credit unions, insurance organizations, microfinance organizations and pawnshops and from 1 January 2017 for other entities. The new code impacts the recognition and measurement principles of the Group's income tax and it also affects the Group's deferred income tax assets/liabilities. Companies do not have to pay income tax on their profit before tax (earned since 1 January 2017 or 1 January 2019 for commercial banks, credit unions, insurance organizations, microfinance organizations and pawnshops) until that profit is distributed in a form of dividend or other forms of profit distributions. Once dividend is paid, 15% income tax is payable at the moment of the dividend payment, regardless of whether in monetary or non-monetary form, to the foreign non-resident legal entities and foreign and domestic individuals. The dividends paid out to the resident legal entities are tax exempted. Apart from dividends' distribution, the tax is still payable on expenses or other payments incurred not related to economic activities, free delivery of goods/services and/or transfer of funds and representation costs that exceed the maximum amount determined by the Income Tax Code of Georgia, in the same month they are incurred.

As of 30 June 2017, deferred tax assets/liabilities are re-measured to the amounts that are estimated to be utilized in the period from 1 January 2017 to 31 December 2018.

   4      Adoption of New or Revised Standards and Interpretations 

The adopted accounting policies are consistent with those of the previous financial year. There were no new or amended standards or interpretations that resulted in a change of the accounting policy.

   5      New Accounting Pronouncements 

Minor amendments to IFRSs

The IASB has published a number of minor amendments some of which has not yet been endorsed for use in the EU. The Group has not early adopted any of the amendments effective after 31 December 2016 and it expects they will have an insignificant effect, when adopted, on the consolidated financial statements of the Group and the separate financial statements of TBC Bank Group PLC.

Major new IFRSs

The IASB has published IFRS 9 'Financial Instruments', IFRS 15 'Revenue from Contracts with Customers' and IFRS 16 'Leases'. IFRS 9 and IFRS 15 have been endorsed for use in the EU and IFRS 16 has not yet been endorsed.

IFRS 9 "Financial Instruments: Classification and Measurement" (amended in July 2014 and effective for annual periods beginning on or after 1 January 2018). Key features of the new standard are:

-- Financial assets are required to be classified into three measurement categories: (i) those to be measured subsequently at amortised cost, (ii) those to be measured subsequently at fair value through other comprehensive income (FVOCI) and (iii) those to be measured subsequently at fair value through profit or loss (FVPL);

-- The classification for debt instruments is driven by the entity's business model for managing the financial assets and whether the contractual cash flows represent solely payments of principal and interest (SPPI). If a debt instrument is held to collect, it may be carried at amortised cost if it also meets the SPPI requirement. Debt instruments in line with the SPPI requirement that are held in a portfolio where an entity both holds to collect assets' cash flows and sells assets may be classified as FVOCI. Financial assets that do not contain cash flows that are SPPI must be measured at FVPL (for example, derivatives). Embedded derivatives are no longer separated from financial assets but will be included in assessing the SPPI condition;

Investments in equity instruments are always measured at fair value. However, the management can make an irrevocable election to present changes in fair value in other comprehensive income, provided the instrument is not held for trading. If the equity instrument is held for trading, changes in fair value are presented in profit or loss;

-- Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The key difference is that an entity will be required to present the effects of changes in own credit risk of financial liabilities designated at fair value through profit or loss in other comprehensive income;

-- IFRS 9 introduces a new model for the recognition of impairment losses - the expected credit losses (ECL) model. There is a 'three stage' approach which is based on the change in credit quality of financial assets since initial recognition. In practice, the new rules mean that entities will have to record an immediate loss equal to the 12-month ECL on initial recognition of financial assets that are not credit impaired (or lifetime ECL for trade receivables). In case of a significant increase in credit risk, impairment is measured using lifetime ECL rather than 12-month ECL. The model includes operational simplifications for lease and trade receivables;

-- Hedge accounting requirements were amended to align more closely the accounting with the risk management. The standard provides entities with an accounting policy choice between applying the hedge accounting requirements of IFRS 9 and continuing to apply IAS 39 to all hedges because the standard currently does not address accounting for macro hedging.

IFRS 9 implementation project started in June 2016. In parallel to methodology and model development, the Bank is in the process of respective software implementation. Based on the Bank's Business model, no significant changes are expected from classification and measurement and hedge accounting parts of the standard. During the project's gap analysis phase, a high level impact assessment was performed which applied simplified approaches e.g. for macro factors incorporation. Based on the results of the impact assessment results calculated on 31 March 2017 loan portfolio, the provision level for the portfolio is expected to increase in the range of 0.2-0.5% of the loan book (6-18% of provision level). However the final impact may be different, considering the Bank's finalized models and methodologies and the macro outlook.

No impact is expected on capital adequacy ratios, which are calculated based on local standards, and profit and loss statement as the amount will directly affect equity.

IFRS 15, Revenue from Contracts with Customers (issued on 28 May 2014 and effective for the periods beginning on or after 1 January 2018). The new standard introduces the core principle that revenue must be recognized when the goods or services are transferred to the customer, at the transaction price. Any bundled goods or services that are distinct must be separately recognized, and any discounts or rebates on the contract price must generally be allocated to the separate elements. When the consideration varies for any reason, minimum amounts must be recognized if they are not at significant risk of reversal. Costs incurred to secure contracts with customers have to be capitalized and amortized over the period when the benefits of the contract are consumed. The Group is currently assessing the impact of the new standard on its financial statements.

IFRS 16, Leases (issued on 13 January 2016 and effective for annual periods beginning on or after 1 January 2019). The new standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. All leases result in the lessee obtaining the right to use an asset at the start of the lease and, if lease payments are made over time, also to access financing. Accordingly, IFRS 16 eliminates the classification of leases as either operating leases or finance leases as is required by IAS 17 and, instead, introduces a single lessee accounting model. Lessees will be required to recognize: (a) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and (b) depreciation of lease assets separately from interest on lease liabilities in the income statement. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. The Group is currently assessing the impact of the new standard on its financial statements.

   6          Cash and Cash Equivalents 
 
In thousands of GEL                                                                     30 June 2017  31 December 2016 
 
Cash on hand                                                                                 381,865           402,532 
Cash balances with the National Bank of Georgia (other than mandatory reserve 
 deposits)                                                                                   289,151           135,557 
Correspondent accounts and overnight placements with other banks                             388,329           406,319 
Placements with and receivables from other banks with original maturities of less than 
 three 
 months                                                                                      159,763               772 
 
 
Total cash and cash equivalents                                                            1,219,108           945,180 
 
 

As of 30 June 2017, 96% of the correspondent accounts and overnight placements with other banks are placed with OECD banking institutions (31 December 2016: 96%). As of 30 June 2017, GEL 124,564 thousand included in cash balances with National Bank of Georgia have been pledged to local banks or other financial institutions as collateral with respect to other borrowed funds (31 December 2016: GEL nil).

As of 30 June 2017, GEL 159,763 thousand was placed on interbank term deposits with two OECD banks and one Georgian bank (31 December 2016: GEL 772 thousand with one OECD bank).

   7          Due from Other Banks 

Amounts due from other banks include placements with original maturities of more than three months that are not collateralised and represent neither past due nor impaired amounts at the 30 June 2017 and 31 December 2016. As of 30 June 2017 GEL 16,229 thousand (31 December 2016: GEL 19,511 thousand) were kept on deposits as restricted cash. Refer to Note 27 for the estimated fair value of amounts due from other banks.

As of 30 June 2017 the Group had loan issued to one bank, with original maturities of more than three months and with aggregated amounts above GEL 5,000 thousand (2016: nil).

   8          Mandatory cash balances with the National Bank of Georgia 

Mandatory cash balances with the National Bank of Georgia ("NBG") represent amounts deposited with the NBG. Resident financial institutions are required to maintain an interest-earning obligatory reserve with the NBG, the amount of which depends on the level of funds attracted by the financial institutions. The Group earned up to 0.9% annual interest on the mandatory reserve with the NBG in the six months ended 30 June 2017 (30 June 2016: nil).

In September 2016 Fitch Ratings re-affirmed Georgia's long-term foreign and local currency Issuer Default Ratings (IDRs) at 'BB-' with Stable Outlooks. The issue ratings on Georgia's senior unsecured foreign- and local-currency bonds are also affirmed at 'BB-'. The Country Ceiling is affirmed at 'BB' and the Short-term foreign-currency IDR at 'B'.

   9          Loans and Advances to Customers 
 
In thousands of GEL                                         30 June 2017     31 December 2016 
 
Corporate                                                      2,057,644            2,062,229 
Consumer                                                       1,955,436            1,872,142 
Mortgage                                                       1,744,421            1,808,434 
MSME                                                           1,628,934            1,615,920 
 
Total loans and advances to customers (before impairment)      7,386,435            7,358,725 
 
Less: Provision for loan impairment                            (212,130)            (225,023) 
 
 
Total loans and advances to customers                          7,174,305            7,133,702 
 
 

Following the merger of Bank Republic with TBC Bank, the Group has reassessed its definition of segments as disclosed in note 18. Some of the clients were reallocated to different segments. Relevant changes are applied to all periods presented in this report. As per current presentation, micro and SME loans are combined in one MSME category. Consumer loans include all retail loans, except mortgage loans. Other loans category which represented pawn shop loans as per prior presentation, was split between consumer and MSME category.

As of 30 June 2017 loans and advances to customers carried at GEL 240,001 thousand have been pledged to local banks or other financial institutions as collateral with respect to other borrowed funds (31 December 2016: GEL 120,093 thousand).

Movements in the provision for loan impairment during the six months ended 30 June 2017 are as follows:

 
In thousands of GEL                                              Corpo-rate  Consumer  Mortgage     MSME     Total 
 
Provision for loan impairment as of 1 January 2017                   90,100    73,730    23,602   37,591   225,023 
Total provision for impairment during the period: 
   Provision for impairment (credited)/charged to income 
    statement during the period.                                   (22,129)    56,938   (1,650)    7,208    40,367 
   Recoveries of loans previously written off                         1,306     8,940     1,876    4,108    16,230 
Amounts written off during the period as uncollectible             (22,721)  (34,532)   (3,248)  (8,549)  (69,050) 
Effect of translation to presentation currency                            -      (76)      (90)    (272)     (438) 
 
Provision for loan impairment as of 30 June 2017                     46,556   104,998    20,490   40,086   212,130 
 
 
 

Loans and advances to customers written off in the first half of 2017 included loans to customers in the gross amount of GEL 4,444 thousand issued in 2017 and GEL 64,606 thousand issued in previous years.

At year-end 2016 the Bank updated its methodology for loan loss provisioning purposes to include impairment assessment of acquired portfolios. As per the upgraded methodology, an impairment allowance is not created on the initial recognition of purchased portfolio considering that expected losses are reflected in fair value of the portfolio. For the next reporting periods, the impairment allowance is recognised if the incurred losses at the reporting date have increased compared to the level of incurred losses at the moment of acquisition.

Movements in the provision for loan impairment during 2016 were as follows:

 
In thousands of GEL                                                Corpo-rate  Consumer  Mortgage     MSME       Total 
 
Provision for loan impairment as of 1 January 2016                    108,050    52,527    13,135   20,431     194,144 
Total provision for impairment during the period: 
   Provision for impairment (credited)/charged to income 
    statement during the period                                      (13,905)    25,172     5,502    8,508      25,277 
   Recoveries of loans previously written off                              30     4,116     1,160    1,746       7,052 
Amounts written off during the period as uncollectible                (6,109)  (22,655)   (1,882)  (5,609)    (36,256) 
Effect of translation to presentation currency                              -      (14)      (21)     (78)       (113) 
 
Provision for loan impairment as of 30 June 2016                       88,066    59,146    17,894   24,998     190,104 
 
 

Economic sector risk concentrations within the customer loan portfolio are as follows:

 
                                                               30 June 2017  31 December 2016 
In thousands of GEL                                            Amount     %            Amount     % 
 
Individual                                                  3,664,210   50%         3,721,450   51% 
Energy & Utilities                                            637,988    9%           540,116    7% 
Food Industry                                                 428,346    6%           301,290    4% 
Trade                                                         402,403    5%           447,541    6% 
Hospitality & Leisure                                         360,121    5%           319,497    4% 
Pawn Shops                                                    295,522    4%           305,031    4% 
Real Estate                                                   239,909    3%           252,112    3% 
Construction                                                  226,333    3%           210,888    3% 
Agriculture                                                   216,463    3%           212,148    3% 
Healthcare                                                    167,686    2%           182,131    3% 
Automotive                                                    120,697    2%           144,157    2% 
Financial Services                                             90,769    1%           188,646    3% 
Services                                                       88,064    1%           109,187    1% 
Transportation                                                 87,644    1%            89,467    1% 
Communication                                                  66,290    1%            45,864    1% 
Metals and Mining                                              63,031    1%            62,464    1% 
Other                                                         230,959    3%           226,736    3% 
 
 
Total loans and advances to customers (before impairment)   7,386,435  100%         7,358,725  100% 
 
 
 

As of 30 June 2017 the Group had 118 borrowers (31 December 2016: 112 borrowers) with aggregated gross loan amounts above GEL 5,000 thousand. The total aggregated amount of these loans was GEL 1,976,166 thousand (31 December 2016: GEL 1,900,916 thousand) or 26.8% of the gross loan portfolio (31 December 2016: 25.8%).

Following the merger with Bank Republic, economic sector concentration for certain clients was reassessed and loans in the amount of GEL 56,320 thousand presented under the Trade sector as of 31 December 2016, were reclassified into the Food Industry sector as of 30 June 2017.

Analysis by credit quality of loans outstanding as of 30 June 2017 is as follows:

 
In thousands of GEL                                         Corpo-rate   Consumer   Mortgage       MSME       Total 
 
Neither past due nor impaired 
 
  *    Borrowers with credit history over two years          1,460,396  1,380,594  1,419,847    978,257   5,239,094 
 
  *    New borrowers                                           532,967    445,269    274,745    553,340   1,806,321 
 
 
Total neither past due nor impaired                          1,993,363  1,825,863  1,694,592  1,531,597   7,045,415 
 
 
Past due but not impaired 
 
  *    1 to 30 days overdue                                      6,546     45,685     16,384     34,726     103,341 
 
  *    31 to 90 days overdue                                       910     28,234      6,569     13,141      48,854 
 
  *    91 to 180 days overdue                                        -        108          -      2,717       2,825 
 
  *    181 to 360 days overdue                                       -         71          -          -          71 
 
  *    More than 360 days overdue                                    -         29          -          -          29 
 
 
Total past due but not impaired                                  7,456     74,127     22,953     50,584     155,120 
 
 
Individually assessed impaired loans 
 
  *    Not overdue                                              30,225          -          -          -      30,225 
                                                                     -          -          -          -           - 
  *    1 to 30 days overdue 
 
  *    31 to 90 days overdue                                     1,489          -          -        744       2,233 
 
  *    91 to 180 days overdue                                    4,276          -          -      2,298       6,574 
 
  *    181 to 360 days overdue                                   8,636          -          -          -       8,636 
 
  *    More than 360 days overdue                                3,180          -          -          -       3,180 
 
 
Total individually assessed impaired loans                      47,806          -          -      3,042      50,848 
 
 
Collectively assessed impaired loans 
 
  *    not overdue                                               1,328      6,286      6,863      6,206      20,683 
 
  *    1 to 30 days overdue                                          -      1,930      4,132      1,338       7,400 
 
  *    31 to 90 days overdue                                       230      2,636      1,513      4,086       8,465 
 
  *    91 to 180 days overdue                                    3,143     29,062      4,286      8,914      45,405 
 
  *    181 to 360 days overdue                                   2,367     10,809      6,916     13,010      33,102 
- More than 360 days overdue                                     1,951      4,723      3,166     10,157      19,997 
 
 
Total collectively assessed impaired loans                       9,019     55,446     26,876     43,711     135,052 
 
 
Total loans and advances to customers (before impairment)    2,057,644  1,955,436  1,744,421  1,628,934   7,386,435 
 
Total provision                                               (46,556)  (104,999)   (20,489)   (40,086)   (212,130) 
 
 
Total loans and advances to customers                        2,011,088  1,850,437  1,723,932  1,588,848   7,174,305 
 
 
 

Analysis by credit quality of loans outstanding as of 31 December 2016 is as follows:

 
In thousands of GEL                                          Corpo-rate   Consumer   Mortgage       MSME         Total 
 
Neither past due nor impaired 
 
  *    Borrowers with credit history over two years           1,279,999  1,030,204  1,203,461    836,773     4,350,437 
 
  *    New borrowers                                            647,613    738,255    557,777    689,106     2,632,751 
 
 
Total neither past due nor impaired                           1,927,612  1,768,459  1,761,238  1,525,879     6,983,188 
 
 
Past due but not impaired 
 
  *    1 to 30 days overdue                                      10,369     38,214      7,565     31,904        88,052 
 
  *    31 to 90 days overdue                                      1,714     21,205      8,241     14,269        45,429 
 
  *    91 to 180 days overdue                                         -        146          -        227           373 
 
  *    181 to 360 days overdue                                        -         91          -          -            91 
 
  *    More than 360 days overdue                                 2,864         28          -          -         2,892 
 
 
Total past due but not impaired                                  14,947     59,684     15,806     46,400       136,837 
 
 
Individually assessed impaired loans 
 
  *    Not overdue                                              101,273          -        195      2,832       104,300 
 
  *    1 to 30 days overdue                                       1,059          -          -          -         1,059 
 
  *    31 to 90 days overdue                                      7,966          -          -          -         7,966 
 
  *    91 to 180 days overdue                                         -          -          -         88            88 
 
  *    181 to 360 days overdue                                    2,455          -         34        436         2,925 
 
  *    More than 360 days overdue                                 4,000          -        167          -         4,167 
 
 
Total individually assessed impaired loans                      116,753          -        396      3,356       120,505 
 
 
Collectively assessed impaired loans 
 
  *    not overdue                                                  776      5,493      7,129      5,301        18,699 
 
  *    1 to 30 days overdue                                           -      1,488      2,316      1,316         5,120 
 
  *    31 to 90 days overdue                                        908      2,622      2,443      5,223        11,196 
 
  *    91 to 180 days overdue                                         -     21,779      6,569     10,074        38,422 
 
  *    181 to 360 days overdue                                    1,233      7,660      8,371     11,291        28,555 
- More than 360 days overdue                                          -      4,957      4,166      7,080        16,203 
 
 
Total collectively assessed impaired loans                        2,917     43,999     30,994     40,285       118,195 
 
 
 
  Total loans and advances to customers (before impairment)   2,062,229  1,872,142  1,808,434  1,615,920     7,358,725 
 
Total provision                                                (90,100)   (73,730)   (23,602)   (37,591)     (225,023) 
 
 
Total loans and advances to customers                         1,972,129  1,798,412  1,784,831  1,578,329     7,133,702 
 
 
 

The Group applied the portfolio provisioning methodology prescribed by IAS 39, Financial Instruments: Recognition and Measurement, and it created portfolio provisions for impairment losses that were incurred but have not been specifically identified with any individual loan by the end of reporting period.

The tables above provide an analysis of the loan portfolio based on credit quality. The Group's policy for credit risk management purposes is to classify each loan as 'neither past due nor impaired', 'past due but not impaired', 'individually assessed impaired loans' and 'collectively assessed impaired loans'. The pool of 'neither past due nor impaired loans' includes exposures that are not overdue and are not classified as impaired. 'Past due but not impaired' loans include overdue performing loans but with no objective evidence of impairment identified. The classification includes as well triggered loans that are not impaired because the current value of the expected cash and collateral recoveries are sufficient for full repayment. 'Individually assessed impaired loans' include exposures which were assessed for impairment on an individual basis, and an ad-hoc impairment allowance was created. 'Collectively assessed impaired loans' include exposures for which objective evidence of impairment was identified and the respective collective impairment allowance was created. The Group conducts collective assessment of the borrowers on a monthly basis. As for the individual assessment, it is performed quarterly.

The amount and type of collateral required depend on an assessment of the credit risk of the counterparty. There are three key types of collateral:

   --      Real estate; 
   --      Movable property including fixed assets, inventory and precious metals; 
   --      Financial assets including deposits, stocks, and third party guarantees. 

The financial effect of collateral is presented by disclosing the collateral values separately for (i) those assets where collateral and other credit enhancements are equal to or exceed the assets' carrying value ("over-collateralised assets") and (ii) those assets where collateral and other credit enhancements are less than the assets' carrying value ("under-collateralised assets").

The effect of collateral as of 30 June 2017:

 
                                   Over-collateralised assets                   Under-collateralised assets 
                              Carrying value of the  Value of collateral        Carrying value of the   Value of 
  In thousands of GEL                        assets                                            assets  collateral 
 
Corporate                                 1,788,525            4,162,486                      269,119       94,079 
Consumer                                    942,455            2,164,278                    1,012,981       26,710 
Mortgage                                  1,721,500            3,783,358                       22,921       13,519 
MSME                                      1,571,188            3,627,876                       57,746       54,959 
 
 
Total                                     6,023,668           13,737,998                    1,362,767        189,267 
 
 
 
 

The effect of collateral as of 31 December 2016:

 
                                   Over-collateralised assets                     Under-collateralised assets 
                        Carrying value of the assets  Value of collateral         Carrying value of the   Value of 
  In thousands of GEL                                                                            assets   collateral 
 
Corporate                                  1,849,202            5,683,279                       213,027      109,076 
Consumer                                   1,040,644            2,761,580                       831,498       28,102 
Mortgage                                   1,780,553            4,694,003                        27,881       16,360 
MSME                                       1,479,200            4,959,947                       136,720      131,967 
 
 
Total                                      6,149,599           18,098,809                     1,209,126      285,505 
 
 
 
 

The effect of collateral is determined by comparing the fair value of collateral to outstanding gross loans and advances in the reporting date.

At the central level a specific unit manages collateral to ensure that they serve as an adequate mitigation for credit risk management purposes. In line with the Group's internal policies, collateral provided to loans are evaluated by the Internal Appraisal Group (external reviewers are used in case of loans to related parties or specific cases when complex objects are appraised). The Internal Appraisal Group is part of the collateral management unit and, in order to ensure adequate and objective appraisal procedures, it is independent from the loan granting process. Real estate collateral of significant value is re-evaluated annually by internal appraisers. Statistical methods are used to monitor the value of real estate collateral that are of non-significant value and other types of collaterals such as movable assets and precious metals.

Collateral values include the contractual price of third-party guarantees, which, due to their nature, are capped at the loan's carrying value. The values of third-party guarantees in the tables above amounted to GEL 463,957 thousand and GEL 608,058 thousand as of 30 June 2017 and 31 December 2016, respectively. These third-party guarantees are not taken into consideration when assessing the impairment allowance. Refer to Note 27 for the estimated fair value of each class of loans and advances to customers. Interest rate analysis of loans and advances to customers is disclosed in Note 24. Information on related party balances is disclosed in Note 28.

   10   Premises, Equipment and Intangible Assets 
 
                                 Premises and      Office and  Construction in   Total premises   Computer       Total 
                                    leasehold        computer         progress              and   software 
In thousands of GEL             improve-ments      equipment*                         equipment   licences 
 
 
 
Carrying amount at 1 January 
 2016                                 132,581          65,153           50,033          247,767     44,344     292,111 
 
 
Additions                               2,104           8,946            2,669           13,719      4,717      18,436 
Disposals                             (1,024)         (1,224)                -          (2,248)          -     (2,248) 
Transfer                                1,304               -          (1,304)                -          -           - 
Effect of translation to 
 presentation currency (cost)            (14)            (24)                -             (38)        (5)        (43) 
(Impairment charge)/reversal 
 of impairment to profit or 
 loss                                   (265)           (206)                -            (471)       (19)       (490) 
Depreciation/amortisation 
 charge                               (2,052)         (8,005)                -         (10,057)    (3,085)    (13,142) 
Elimination of accumulated 
 depreciation/amortisation on 
 disposals                                945           1,010                -            1,955          -       1,955 
Effect of translation to 
 presentation currency 
 (accumulated depreciation)                13              14                -               27          2          29 
 
 
Carrying amount at 30 June 
 2016                                 133,592          65,664           51,398          250,654     45,954     296,608 
 
 
Cost or valuation at 30 June 
 2016                                 164,231         160,154           51,398          375,783     72,037     447,820 
Accumulated 
 depreciation/amortisation 
 including accumulated 
 impairment loss                     (30,639)        (94,490)                -        (125,129)   (26,083)   (151,212) 
 
 
Carrying amount at 1 January 2017                          186,950     73,918   53,164    314,032    60,957    374,989 
 
 
Additions                                                    2,718     11,403    6,664     20,785    10,823     31,608 
Disposals                                                  (1,133)    (2,210)        -    (3,343)         -    (3,343) 
Transfer                                                     1,634          5  (1,639)          -         -          - 
Effect of translation to presentation currency (cost)         (19)       (20)        -       (39)       (8)       (47) 
(Impairment charge)/reversal of impairment to profit or 
 loss                                                      (1,120)      (562)     (47)    (1,729)   (1,850)    (3,579) 
Depreciation/amortisation charge                           (2,705)    (9,407)        -   (12,112)   (4,892)   (17,004) 
Elimination of accumulated depreciation/amortisation on 
 disposals                                                     546      1,968        -      2,514         -      2,514 
Effect of translation to presentation currency 
 (accumulated depreciation)                                     19         12        -         31         4         35 
 
 
Carrying amount at 30 June 2017                            186,890     75,107   58,142    320,139    65,034    385,173 
 
 
Cost or valuation at 30 June 2017                          219,379    184,253   58,142    461,774    99,914    561,688 
Accumulated depreciation/amortisation including 
 accumulated impairment loss                              (32,489)  (109,146)        -  (141,635)  (34,880)  (176,515) 
 
 

*Office and other equipment include furniture and fixtures, computer and office equipment, motor vehicles as well as other equipment.

Depreciation and amortisation charge presented on the face of the statement of profit or loss and other comprehensive income include depreciation and amortisation charge of premises and equipment, investment properties and intangible assets.

Construction in progress consists of construction and refurbishment of branch premises and the Bank's new headquarters. Upon completion, assets are to be transferred to premises.

Premises were revalued to market value on 30 September 2015. The valuation was carried out by an independent firm of valuators which holds a recognised and relevant professional qualification and who have recent experience in valuation of assets of similar location and category. In the process of comparison, they have used three comparative analogues (registered sale and/or offer for sale), in which prices were applied adjustments based on the difference between subject assets and analogues. Most of the assets have been estimated by using the market approach/method due to the market situation, namely by existence of a sufficient number of registered sales and proposals by the date of valuation. At Bank Republic acquisition date of 20 October 2016, valuation of assets was performed. Fair value of respective assets is disclosed below.

The management considers that the fair value has not changed significantly between 30 September 2015 (or 20 October 2016 in case of JSC Bank Republic's assets) and 30 June 2017.

 
In thousands of       Fair value as of  Fair value as of   Valuation     Other key  Unobser-vable              Range of 
GEL (except for        20 October 2016      30 September   technique  informa-tion         inputs  unobser-vable inputs 
range of inputs)    (acquisition date)   2015 (valuation                                             (weighted average) 
                                                   date) 
                                                          Sales 
                                                          comparison                  Price per 
Office buildings          30,753                  51,115  approach    Land          square meter      472 - 3,432 (797) 
                                                                        Buildings                   601 - 6,598 (1,781) 
                                                          Sales 
                                                          comparison                  Price per 
Branches                  18,645                 124,069  approach    Land          square meter        2 - 3,427 (280) 
                                                                        Buildings                  452 - 11,514 (2,360) 
 
   11       Due to Credit Institutions 
 
In thousands of GEL                                         30 June 2017  31 December 2016 
 
  Due to other banks 
Correspondent accounts and overnight placements                   77,341            22,872 
Deposits from banks                                               30,790           176,443 
Short-term loans from banks                                        9,502           117,592 
Total due to other banks                                         117,633           316,907 
 
Other borrowed funds 
Borrowings from foreign banks and financial institutions       1,499,438         1,412,095 
Borrowings from local banks and financial institutions           666,544           439,234 
Borrowings from Ministry of Finance                                3,346             4,203 
Borrowings from other financial institutions                      26,589            25,138 
Total other borrowed funds                                     2,195,917         1,880,670 
 
 
Total amounts due to credit institutions                       2,313,550         2,197,577 
 
 

As of 30 June 2017, the Group was in compliance with all covenants. As of 31 December 2016 TBC Kredit had breached certain covenants under the loan agreement with OPIC. The carrying amount of the affected loan was GEL 14,816 thousands. As of 31 December 2016 for the purposes of maturity analysis of financial liabilities (Note 24) the above-mentioned loans are included within the amounts for which repayment is expected within 3 months.

   12       Customer Accounts 
 
In thousands of GEL                  30 June 2017  31 December 2016 
 
State and public organisations 
 
  *    Current/settlement accounts        523,723           240,743 
 
  *    Term deposits                       73,983            78,990 
 
Other legal entities 
 
  *    Current/settlement accounts      2,174,610         2,143,483 
 
  *    Term deposits                      186,243           243,582 
 
Individuals 
 
  *    Current/demand accounts          1,611,889         1,618,434 
 
  *    Term deposits                    2,095,965         2,129,717 
 
 
Total customer accounts                 6,666,413         6,454,949 
 
 

State and public organisations include government owned profit orientated businesses.

Economic sector concentrations within customer accounts are as follows:

 
                              30 June 2017      31 December 2016 
 
In thousands of GEL              Amount     %       Amount     % 
 
Individual                    3,707,854  56%     3,748,151   58% 
Financial Services              431,623   6%       501,591    8% 
Government Sector               372,409   6%       140,852    2% 
Energy and Utilities            357,951   5%       283,497    4% 
Transportation                  274,864   4%       188,388    3% 
Construction                    245,501   4%       222,372    4% 
Services                        184,863   3%       269,824    4% 
Trade                           153,848   2%       305,022    5% 
Hotels and Leisure              138,273   2%       104,066    2% 
Food Industry                   113,024   2%        82,983    1% 
Communication                   110,330   2%        56,787    1% 
Real Estate                      94,009   1%        82,893    1% 
Automotive                       82,463   1%        53,865    1% 
Healthcare                       80,850   1%        64,493    1% 
Agriculture                      35,942   1%        37,850    1% 
Metals and Mining                30,828   0%        22,817    0% 
Other                           251,781   4%       289,498    4% 
 
  Total customer accounts     6,666,413  100%    6,454,949   100% 
 
 

As of 30 June 2017 the Group had 227 customers (31 December 2016: 222 customers) with balances above GEL 3,000 thousand. Their aggregate balance was GEL 2,890,864 thousand (2016: GEL 2,539,513 thousand) or 43.4% of total customer accounts (31 December 2016: 39%).

As of 30 June 2017 included in customer accounts are deposits of GEL 8,343 thousand and GEL 117,259 thousand (31 December 2016: GEL 13,355 thousand and GEL 119,146 thousand) held as collateral for irrevocable commitments under letters of credit and guarantees issued, respectively. Refer to Note 26. As of 30 June 2017, deposits held as collateral for loans to customers amounted to GEL 172,698 thousand (31 December 2016: GEL 342,365 thousand).

Refer to Note 27 for the disclosure of the fair value of customer accounts. Information on related party balances is disclosed in Note 28.

13 Provisions for Performance Guarantees, Credit Related Commitments and Liabilities and Charges

Movements in provisions for performance guarantees, credit related commitment and liabilities and charges are as follows:

 
In thousands of GEL                              Perfor-mance guarantees  Credit related commitments    Other    Total 
Carrying amount at 1 January 2016                                  1,472                       5,589    2,400    9,461 
 
Additions less releases recorded in profit or 
 loss                                                              1,033                       1,043        -    2,076 
 
 
Carrying amount at 30 June 2016                                    2,505                       6,632    2,400   11,537 
 
 
Carrying amount at 1 January 2017                                  2,635                       8,049    5,342   16,026 
 
 
Charges less releases recorded in profit or 
 loss                                                              (649)                       (898)  (1,814)  (3,361) 
Utilization of provision                                               -                           -  (1,932)  (1,932) 
Carrying amount as of 30 June 2017                                 1,986                       7,151    1,596   10,733 
 
 

Credit related commitments and performance guarantees: Provision was created against losses incurred on financial and performance guarantees and commitments to extend credit to borrowers whose financial conditions deteriorated.

Impairment allowance estimation methods differ for (i) letter of credits and guarantees and (ii) undrawn credit lines.

For letter of credits and guarantees allowance estimation purposes the Bank classifies borrowers as significant and non-significant ones. Triggered significant guarantees and letter of credits are assessed for impairment on an individual basis, whereas for not triggered significant and all non-significant ones the Bank estimates allowances applying statistical risk parameters, such as credit conversion factor and loss given default.

Undrawn credit lines are classified as committed and uncommitted exposures, with impairment allowance created for committed ones. The undrawn part of the credit lines is multiplied by the respective credit conversion factor and provisioned in the similar manner as corresponding on balance sheet exposures.

Provisions for liabilities, charges, performance guarantees and credit related commitments are primarily expected to be utilised within twelve months after the period-end.

Additions less releases recorded in profit and loss for "Other" provisions does not include gross change in total reserves for insurance claims in amount of GEL 680 thousands that are included in net claims incurred and administrative expenses.

   14        Subordinated Debt 

As of 30 June 2017, subordinated debt comprised of:

 
                             Grant Date   Maturity Date   Currency     Outstanding amount in     Outstanding amount in 
In thousands of GEL                                                        original currency                       GEL 
Deutsche Investitions und 
 Entwicklungsgesellschaft 
 MBH                           19-Feb-08       15-Jul-18     USD                      10,448                    25,150 
Deutsche Investitions und 
 Entwicklungsgesellschaft 
 MBH                           26-Jun-13       15-Jun-20     USD                       7,483                    18,013 
Nederlandse 
 Financierings-Maatschappij 
 Voor Ontwikkelingslanden 
 N.V.                          19-Dec-13       15-Apr-23     USD                      35,498                    85,452 
Kreditanstalt für 
 Wiederaufbau Bankengruppe     10-Jun-14        8-May-21     GEL                       6,400                     6,400 
Kreditanstalt für 
 Wiederaufbau Bankengruppe      4-May-15        8-May-21     GEL                       6,999                     6,999 
Green for Growth Fund          18-Dec-15       18-Dec-25     USD                      15,252                    36,716 
European Fund for Southeast 
 Europe                        18-Dec-15       18-Dec-25     USD                       7,637                    18,384 
European Fund for Southeast 
 Europe                        15-Mar-16       15-Mar-26     USD                       7,636                    18,381 
Asian Developement Bank 
 (ADB)                         18-Oct-16       18-Oct-26     USD                      50,425                   121,384 
Private lenders                30-Jun-17       30-Jun-23     USD                      22,096                    53,191 
Total subordinated debt                                                                                        390,070 
 
 

As of 31 December 2016, subordinated debt comprised of:

 
                             Grant Date   Maturity Date   Currency     Outstanding amount in     Outstanding amount in 
In thousands of GEL                                                        original currency                       GEL 
 
Deutsche Investitions und 
 Entwicklungsgesellschaft 
 MBH                           19-Feb-08       15-Jul-18     USD                      10,446                    27,649 
Deutsche Investitions und 
 Entwicklungsgesellschaft 
 MBH                           26-Jun-13       15-Jun-20     USD                       7,480                    19,799 
Nederlandse 
 Financierings-Maatschappij 
 Voor Ontwikkelingslanden 
 N.V.                          19-Dec-13       15-Apr-23     USD                      35,474                    93,891 
Kreditanstalt für 
 Wiederaufbau Bankengruppe     10-Jun-14        8-May-21     GEL                       6,162                     6,162 
Kreditanstalt für 
 Wiederaufbau Bankengruppe      4-May-15        8-May-21     GEL                       6,737                     6,737 
Green for Growth Fund          18-Dec-15       18-Dec-25     USD                      15,239                    40,335 
European Fund for Southeast 
 Europe                        18-Dec-15       18-Dec-25     USD                       7,631                    20,197 
European Fund for Southeast 
 Europe                        15-Mar-16       15-Mar-26     USD                       7,629                    20,194 
Asian Developement Bank 
 (ADB)                         18-Oct-16       18-Oct-26     USD                      50,407                   133,417 
 
Total subordinated debt                                                                                        368,381 
 
 

The debt ranks after all other creditors in case of liquidation.

Refer to Note 27 for the disclosure of the fair value of subordinated debt.

   15        Share Capital 
 
                                                                    Number of  Share capital 
In thousands of GEL except for number of shares               ordinary shares 
 
As of 1 January 2016                                               49,529,463         19,811 
Increase in share capital arising from share based payment            525,456            210 
Conversion of shares following the Tender Offer*                    (895,039)          (358) 
Share capital adjustment for new nominal value**                            -       (18,169) 
Shares issued                                                       3,006,823             87 
 
 
As of 31 December 2016                                             52,166,703          1,581 
 
 
Shares issued                                                         516,140             16 
Conversion of shares                                                  102,121              4 
 
 
As of 30 June 2017                                                 52,784,964          1,601 
 
 

*895,039 is the number of JSC TBC Bank shares that were not converted into the TBC Bank Group PLC shares

** Negative GEL 18,169 thousand is effect of nominal value adjustment whereby the nominal value of 49,159,880 TBC Bank Group PLC shares was changed from GEL 0.4 to one British Penny translated I n GEL with the official exchange rate on share conversion date

On 4 August 2016, the Group completed the Tender Offer under which 49,159,880 of the Bank's shares then outstanding or 98.21%, were converted into 49,159,880 shares of TBC Bank Group PLC (Note 1)

As of 30 June 2017 the total authorised number of ordinary shares was 52,784,964 shares (31 December 2016: 52,166,703 shares). Each share has a nominal value of one British Penny (31 December 2016: GEL one per share). All issued ordinary shares are fully paid and entitled to dividends.

Following the Admission (Note 15), TBCG's Directors undertook a reduction of capital in order to create distributable reserves for TBCG. The original difference between the fair value of the Bank's shares and the nominal value of TBCG's shares was credited to the merger reserve created in connection with the Tender Offer. Each TBCG share had an original (Tender Offer) nominal value of GBP 5.00 and the minimum premium amount required by the Company Act 2006 of GEL 565,030 thousand was transferred to share premium. Following the capital cut the nominal value of TBCG shares was reduced to GBP 0.01. The capital cut created a new reserve on the statement of TBCG's financial position (comprising of the reduction of the original nominal value from GBP 5.00 to GBP 0.01 per share) amounting to GEL 745,638 thousand. The reduction represents a legal and accounting adjustment and did not, in itself, have any direct impact on TBCG shares' market value. As a result of the reduction, the Group's total additional paid-in capital outstanding at the time became distributable to the shareholders and was fully reclassified to retained earnings.

These transactions were treated as a reorganisation of an existing entity that has not changed the substance of the reporting entity. The consolidated financial statements of TBCG are presented using the values from the consolidated financial statements of JSC TBC Bank. On the date that TBCG became the new parent of the Group, the statutory amounts of share capital and share premium of the Company have been recognised through an adjustment in the Statement of Changes in Equity under the heading 'Change of parent company to TBCG'. The resulting difference has been recognised as a component of equity under the heading "Group reorganisation reserve".

On 5 June 2017, at the Annual General Meeting, TBC Bank Group PLC's shareholders agreed on a dividend of GEL 1.42 per share, based on the 2016 audited financial statements. The dividend was recorded on 9 June 2017 at the amount of GEL 74,910 thousand. Cash dividend in the amount of GEL 66,733 thousand was paid in July 2017. Scrip dividend shares amounted to 146,703 and were issued on 14th of July.

On 23 June 2017 102,121 new ordinary shares of TBC PLC were admitted to the premium segment of the London Stock Exchange. The Offer Shares were issued pursuant to the terms of a private offer to the holders of the ordinary shares of JSC TBC Bank who have tendered Bank Shares pursuant to the Offer. The holders of Bank Shares are individuals that did not participate in the tender offer to holders made in 2016 by TBC PLC prior to TBC PLC's admission to the premium segment of the London Stock Exchange. Holders of Bank Shares received one Offer Share for each Bank Share tendered pursuant to the Offer.

   16        Share Based Payments 

June 2013 arrangement:

In June 2013, the Bank's Supervisory Board approved a new management compensation scheme for the years 2013 - 2015 and authorised a maximum of 4,150 new shares to be issued in accordance with the scheme. The authorized number of new shares has increased to 1,037,500 in order to reflect the share split 250-for-1 approved by the shareholders on 4 March 2014. According to the scheme, each year, (subject to predefined performance conditions) a certain number of shares will be awarded to the top management and some of the middle managers of the Group.

The performance evaluation is divided into (i) team goals and (ii) individual performance indicators. The total number of the shares to be awarded (legally transferred) depends on meeting the team goals and the book value per share according to the audited IFRS consolidated financial statements of the Group for the year preceding the award date. The team goals primarily focus on meeting the target for growth, profitability and portfolio quality metrics set by the Supervisory Board as well as compliance with certain regulatory requirements. The total number of shares in the bonus pool depends on achieving the team goals. Individual performance indicators are defined on an individual basis and are used to calculate the number of shares to be awarded to each employee out of the total bonus pool. Once awarded, these shares carry service conditions and, before those conditions are met, are eligible to dividends. However, they do not carry voting rights and cannot be sold or transferred to third parties. Service conditions foresee continuous employment until the gradual transfer of the full title to the scheme participants is complete. Shares for each of the 2013, 2014 and 2015 tranche gradually ran over on the second, third, and fourth year following the performance appraisal. Eighty percent of the shares were vested in the fourth year after being awarded. Under this compensation system the total vesting period extends to June 2019.

Under the management compensation scheme, both shareholders and Supervisory Board held put options on the shares to be awarded. In addition, they both held put options on all bonus shares awarded under the previous share-based payment arrangements. All the put-options became null and void upon the listing on the LSE in June 2014. At no point of the operation of the share-based payment scheme did the management expect the put-options to be exercised. Consequently, the scheme was accounted for as equity-settled scheme and no obligation was recognized for the put-options.

In 2013 the Group considered 20 June as the grant date. Based on the management's expectation of performance and service conditions, 732,000 shares have been granted and will be gradually awarded to the members of the described scheme. An external evaluator assessed the fair value per share at the grant date at GEL 13.93 adjusted for the effect of 250-for-1 share split Income and market approaches were applied for the evaluation. The market approach involved an estimate of the market capitalization to book value of equity multiple and deal price to book value of equity multiple for comparable banks. When selecting comparable banks, the appraiser chose lenders operating in the Black Sea region and Central and Eastern Europe with a portfolio mix and growth priorities similar to TBC Bank. The income approach involved discounting free cash flows to equity estimated over a 10-year horizon. When developing the projections, the following major assumptions were made:

-- Over the 2013-2023 periods, the compound annual growth rate was assumed at 15.2% for loans and at 15.1% for customer accounts;

-- The spread on the Bank's customer business was assumed to gradually decline from an estimated 10.2% in 2013 to stabilize at 5.8% by 2021;

-- Over 2013-2023 period, non-interest income was forecast to average 1.8% of customer volume (i.e. gross loans and deposits);

-- Year-on-year growth in various components of employee's compensation was assumed at 37.6%-56.0% in 2014, 2.4%-9.8% in 2015 and was then assumed to gradually decline to 2.1%-3.6% in 2023. Year-on-year growth in administrative expenses was assumed at 38.3% in 2014, 10.4% in 2015 and to gradually decline to 3.3% in 2023;

-- The Bank's terminal value was estimated using the Gordon growth model, applying US long-term inflation forecast (2.1%) as the Bank's terminal cash flows growth rate;

   --      Bank's cost of equity was estimated at 15.10%. 

The final valuation was based on the income approach and the market one was used to check the results obtained by the former. The calculated value of Bank's equity was then divided by the number of ordinary shares issued as of date and further reduced with the discount for lack of control.

June 2015 arrangement:

In June 2015, the Bank's Supervisory Board approved new management compensation scheme for the top and middle management and it accordingly authorised the issue of a maximum 3,115,890 new shares. The new system will be enforced from 2015 through 2018, replacing the system introduced in June 2013 -- the performance evaluation as well as the respective compensation for 2015 year-end results will be paid under the new system. According to the scheme, each year, subject to predefined performance conditions, a certain number of shares will be awarded to the Group's top managers and most of the middle ones. The performance features key performance indicators (KPIs) divided into (i) corporate and (ii) individual. The corporate KPIs are mainly related to achieving profitability, efficiency, and portfolio quality metrics set by the Board as well as non-financial indicators with regards to customers' experience and employees' engagement. The individual performance indicators are set on an individual basis and are used to calculate the number of shares to be awarded to each employee. According to the scheme, members of top management will also receive the fixed number of shares. Once awarded, all shares carry service conditions and, before those conditions are met, are eligible to dividends; however they cannot be sold or transferred to third parties.

Service conditions foresee continuous employment until the gradual transfer of the full title to the scheme participants is complete. Shares for each of the 2015, 2016, 2017 and 2018 tranche gradually ran over on the second, third and fourth year following the performance appraisal. Eighty percent of the shares were vested in the fourth year after being awarded. Under this compensation system the total vesting period extends to March 2022.

In 2015 the Group considered 17 June as the grant date. Based on the management's estimate of reached targets, as of 31 December 2015 1,908,960 shares were granted. The shares will be gradually awarded to the members as per the described scheme. At the grant date the fair value amounted to GEL 24.64 per share, as quoted on the London Stock Exchange.

Following the listing on the Premium segment of the London Stock Exchange, the share-based payment scheme remained conceptually the same and was only updated to reflect the Group's new structure, whereby TBC Bank Group PLC distributes its shares to the scheme's participants, instead of JSC TBC Bank. The respective shares' value is recharged to the JSC TBC Bank. As a result, the accounting of the scheme did not change in the consolidated financial statements.

The Bank also pays personal income tax on behalf of equity settled scheme beneficiaries, which is accounted as cash settled part. Tabular information on both of the schemes is given below:

 
                              In GEL except for number of shares               30 June 2017               30 June 2016 
 
Number of unvested shares at the beginning of the period                          2,622,707                  2,756,605 
Change in estimate of number of shares expected to vest based on 
                                          performance conditions                   (13,100)                    (8,497) 
                    Number of shares forfeited during the period                          -                   (35,146) 
                                         Number of shares vested                  (324,834)                   (90,255) 
 
              Number of unvested shares at the end of the period                  2,284,773                  2,622,707 
 
     Value at grant date per share according to June 2013 scheme 
                                                           (GEL)                      13.93                      13.93 
     Value at grant date per share according to June 2015 scheme 
                                                           (GEL)                      24.64                      24.64 
 
 
Expense on equity-settled part (GEL thousand)                                         5,401                      6,742 
Decrease in equity due to utilisation of cash compensation 
 alternative (GEL thousand)                                                               -                      (817) 
Expense on cash-settled part (GEL thousand)                                           2,578                      1,981 
 
 
Expense recognised as staff cost during the period (GEL 
 thousand)                                                                            7,979                      7,906 
 
 

Liability in respect of the cash-settled part of the award amounted to GEL 10,535 thousand as of 30 June 2017 (31 December 2016: GEL 13,725 thousand).

Staff costs related to equity settled part of the share based payment schemes are recognised in the income statement on a straight line basis over the vesting period of each relevant tranche and corresponding entry is credited to share based payment reserve in equity.

On 30 June 2017 based on level of achievement of key performance indicators the management has reassessed the number of shares that will have to be issued to the participants of the share based payment system and decreased estimated number of shares to vest by 13,098 (30 June 2016: 8,497).

   17        Earnings per Share 

Basic earnings per share are calculated by dividing the profit or loss attributable to the owners of the Bank by the weighted average number of ordinary shares in issue during the period.

 
 In thousands of GEL except for number of shares                                        30 June 2017  30 June 2016 
 
 
   Profit for the period attributable to the owners of the Bank (excluding the profit 
   attributable 
   to the shares encumbered under the share based payment scheme                          173,519        138,856 
 
 Weighted average number of ordinary shares in issue                                      52,438,704      49,368,582 
 
 
Basic earnings per ordinary share attributable to the owners of the Bank (expressed in 
 GEL 
 per share)                                                                                     3.31            2.81 
 
 
 

Diluted earnings per share are calculated by dividing the profit or loss attributable to owners of the Bank by the weighted average number of ordinary shares adjusted for the effects of all dilutive potential ordinary shares during the period:

 
In thousands of GEL except for number of shares                                             30 June 2017  30 June 2016 
 
Profit for the period attributable to the owners of the Bank (excluding the profit 
 attributable 
 to the shares encumbered under the share based payment scheme -                                 173,519       140,034 
 
 
Weighted average number of ordinary shares in issue adjusted for the effects of all 
 dilutive 
 potential ordinary shares during the period                                                  53,169,508    50,350,409 
 
 
Diluted earnings per ordinary share attributable to the owners of the Bank (expressed in 
 GEL 
 per share)                                                                                         3.26          2.78 
 
 
   18        Segment Analysis 

The Management Board (the "Board) is the chief operating decision maker and it reviews the Group's internal reporting in order to assess the performance and to allocate resources.

In 2017, the Group has combined its micro and SME segments into one MSME category, as well as reclassified certain loans and clients among segments.

The operating segments according to the new definition are now determined as follows:

-- Corporate - Legal entities with an annual revenue of GEL 8.0 million or more or who have been granted a loan in an amount equivalent to USD 1.5 million or more. Some other business customers may also be assigned to the corporate segment or transferred to MSME on a discretionary basis;

-- Retail - Non-business individual customers or individual business customers who have been granted a loan in an amount equivalent below USD 8.0 thousand. All individual customers are included in retail deposits;

-- MSME - Business customers who are not included in either corporate and retail segments; or legal entities who have been granted a Pawn shop loan;

-- Corporate centre and other operations - comprises of the Treasury, other support and back office functions, and non-banking subsidiaries of the Group.

The Board of Directors assesses the performance of the operating segments based on a measure of adjusted profit before income tax.

The reportable segments are the same as the operating segments.

No revenue from transactions with a single external customer or counterparty amounted to 10% or more of the Group's total revenue in as of 30 June 2017 and 31 December 2016.

The vast majority of the entity's revenues are attributable to Georgia. A geographic analysis of origination of the Group's assets and liabilities is given in Note 24.

A summary of the Group's reportable segments as of 30 June 2017 and 31 December 2016 is provided below:

 
                                                              Corporate      Retail        MSME   Corporate          Total 
                                                                                                 centre and 
                                                                                                      other 
In thousands of GEL                                                                              operations 
 
30 June 2017 
 
 
    *    Interest income                                         93,144     256,428      89,182      48,913        487,667 
 
    *    interest expense                                      (45,509)    (57,944)     (4,960)    (87,180)      (195,593) 
 
    *    Inter-segment interest income/(expense)                  7,985    (33,851)    (24,923)      50,789              - 
 
 
 
    *    Net interest income                                     55,620     164,633      59,299      12,522        292,074 
 
 
 
    *    Fee and commission income                               12,110      67,482       9,428         699         89,719 
 
    *    Fee and commission expense                             (3,243)    (26,982)     (3,841)       (436)       (34,502) 
 
 
 
    *    Net Fee and commission income                            8,867      40,500       5,587         263         55,217 
 
 
 
    *    Net insurance premiums earned                                -           -           -       6,382          6,382 
 
    *    Net insurance claims incurred                                -           -           -     (3,301)        (3,301) 
 
    *    Insurance Profit                                             -           -           -       3,081          3,081 
 
    *    Net gains from trading in foreign currencies            17,888      10,065      15,675       (236)         43,392 
 
    *    Net losses from foreign exchange translation                 -           -           -       2,037          2,037 
 
    *    Net losses from derivative financial instruments             -           -           -        (38)           (38) 
                                                                      -           -           -           -              - 
    *    Net gains from disposal of available for sale 
         investment securities 
                                                                  4,045       6,135         617       3,437         14,234 
   *    Other operating income                                        -           -           -         577            577 
 
 
    *    Share of profit of associates 
 
 
 
    *    Other operating non-interest income                     21,933      16,200      16,292       5,777         60,202 
 
 
 
    *    Provision for loan impairment                           22,129    (55,288)     (7,208)           -       (40,367) 
 
    *    Provision for performance guarantees and credit 
         related commitments                                        887         108         552           -          1,547 
 
    *    Provision for impairment of investments in finance 
         lease                                                        -           -           -       (129)          (129) 
 
    *    Provision for impairment of other financial assets       (409)          14       (108)     (3,922)        (4,425) 
                                                                      -           -           -           -              - 
    *    Impairment of investment securities available for 
         sale 
 
 
 
    *    Profit before administrative and other expenses and 
         income taxes                                           109,027     166,167      74,414      17,592        367,200 
 
 
 
    *    Staff costs                                           (12,840)    (63,933)    (16,106)     (9,497)      (102,376) 
 
    *    Depreciation and amortisation                            (712)    (14,010)     (2,332)       (469)       (17,523) 
 
    *    Provision for liabilities and charges                        -           -           -       2,495          2,495 
 
    *    Administrative and other operating expenses            (3,640)    (37,922)     (7,479)     (9,405)       (58,446) 
 
 
 
    *    Operating expenses                                    (17,192)   (115,865)    (25,917)    (16,876)      (175,850) 
 
 
     *    Profit before tax                                      91,835      50,302      48,497         716        191,350 
 
     *    Income tax expense                                   (13,909)     (6,225)     (6,681)      11,880       (14,935) 
 
     *    Profit for the period                                  77,926      44,077      41,816      12,596        176,415 
 
 
30 June 2017 
Total gross loans and advances to customers reported          2,057,644   3,699,857   1,628,934           -      7,386,435 
Total customer accounts reported                              2,057,651   3,707,854     900,908           -      6,666,413 
Total credit related commitments and performance guarantees     863,933     189,459     148,720           -      1,202,112 
 
In thousands of GEL 
 
                                                              Corporate      Retail        MSME   Corporate       Total 
                                                                                                 centre and 
                                                                                                      other 
  30 June 2016                                                                                   operations 
 
 
    *    Interest income                                         67,370     170,312      64,691      38,653     341,026 
 
    *    interest expense                                      (17,910)    (48,658)     (3,885)    (54,035)   (124,488) 
 
    *    Inter-segment interest income/(expense)               (14,958)    (15,673)    (17,383)      48,014           - 
 
 
 
    *    Net interest income                                     34,502     105,981      43,423      32,632     216,538 
 
 
 
    *    Fee and commission income                               10,330      43,448       6,927       1,523      62,228 
 
    *    Fee and commission expense                             (1,542)    (18,624)     (2,127)       (253)    (22,546) 
 
 
 
    *    Net Fee and commission income                            8,788      24,824       4,800       1,270      39,682 
 
 
 
    *    Net gains from trading in foreign currencies             9,364       7,193      10,842       1,686      29,085 
 
    *    Net losses from foreign exchange translation                 -           -           -       (999)       (999) 
 
    *    Net losses from derivative financial instruments             -           -           -       (472)       (472) 
 
    *    Net gains from disposal of available for sale 
         investment securities                                        -           -           -       8,795       8,795 
 
    *    Other operating income                                   4,812       1,117         352       2,081       8,362 
 
 
 
    *    Other operating non-interest income                     14,176       8,310      11,194      11,091      44,771 
 
 
 
    *    Provision for loan impairment                           13,905    (30,676)     (8,506)           -    (25,277) 
 
    *    Provision for performance guarantees and credit 
         related commitments                                    (2,022)        (68)          14           -     (2,076) 
 
    *    Provision for impairment of investments in finance 
         lease                                                        -           -           -       (111)       (111) 
 
    *    Provision for impairment of other financial assets       (620)       (251)        (28)       (294)     (1,193) 
 
    *    Impairment of investment securities available for 
         sale                                                         -           -        (11)           -        (11) 
 
 
 
    *    Profit before administrative and other expenses and 
         income taxes                                            68,729     108,120      50,886      44,588     272,323 
 
 
 
    *    Staff costs                                            (9,024)    (43,640)    (11,827)     (4,982)    (69,473) 
 
    *    Depreciation and amortisation                            (521)    (10,523)     (1,619)       (947)    (13,610) 
                                                                      -           -           -           -           - 
    *    Provision for liabilities and charges 
 
    *    Administrative and other operating expenses            (6,429)    (30,379)     (6,904)     (7,873)    (51,585) 
 
 
 
    *    Operating expenses                                    (15,974)    (84,542)    (20,351)    (13,801)   (134,668) 
 
 
     *    Profit before tax                                      52,755      23,578      30,536      30,786     137,655 
 
     *    Income tax expense                                    (8,055)     (2,003)     (4,853)      16,493       1,582 
 
     *    Profit for the period                                  44,700      21,575      25,683      47,279     139,237 
 
 
31 December 2016 
Total gross loans and advances to customers reported          2,060,172   3,763,255   1,535,298           -   7,358,725 
Total customer accounts reported                              1,795,503   3,666,385     993,061           -   6,454,949 
Total credit related commitments and performance guarantees     724,402     189,604     232,814           -   1,146,820 
 
 
 

Reportable segments' assets were reconciled to total assets as follows:

 
In thousands of GEL                                            30 June 2017  31 December 2016 
 
Total segment assets (gross loans and advances to customers)      7,386,435         7,358,725 
Provision for loan impairment                                     (212,130)         (225,023) 
Cash and cash equivalents                                         1,219,108           945,180 
Mandatory cash balances with National Bank of Georgia               931,654           990,642 
Due from other banks                                                 41,096            24,725 
Investment securities available for sale                            618,044           430,703 
Bonds carried at amortized cost                                     389,036           372,956 
Investments in subsidiaries and associates                            1,021                 - 
Current income tax prepayment                                         7,719             7,430 
Deferred income tax asset                                             3,407             3,511 
Other financial assets                                               94,238            94,627 
Investments in finance leases                                        96,329            95,031 
Other assets                                                        197,533           171,263 
Premises and equipment                                              320,139           314,032 
Intangible assets                                                    65,034            60,957 
Investment properties                                                93,502            95,615 
Goodwill                                                             28,657            28,658 
 
 
Total assets per statement of financial position                 11,280,822        10,769,032 
 
 

Reportable segments' liabilities are reconciled to total liabilities as follows:

 
In thousands of GEL                                     30 June 2017  31 December 2016 
 
Total segment liabilities (customer accounts)              6,666,413         6,454,949 
Due to Credit institutions                                 2,313,550         2,197,577 
Debt securities in issue                                      24,106            23,508 
Current income tax liability                                     272             2,577 
Deferred income tax liability                                   2138             5,646 
Provisions for liabilities and charges                        10,733            16,026 
Other financial liabilities                                  122,019            50,998 
Other liabilities                                             61,013            66,739 
Subordinated debt                                            390,070           368,381 
 
 
Total liabilities per statement of financial position      9,590,314         9,186,401 
 
 
   19        Interest Income and Expense 
 
In thousands of GEL                        30 June 2017  30 June 2016 
 
Interest income 
Loans and advances to customers                 438,753       302,373 
Investment securities available for sale         19,088        12,181 
Bonds carried at amortised cost                  15,250        16,215 
Investments in leases                             9,667         7,721 
Due from other banks                              4,909         2,536 
 
 
Total interest income                           487,667       341,026 
 
 
Interest expense 
 Customer accounts                              108,412        70,453 
 Due to credit institutions                      68,952        38,465 
 Subordinated debt                               17,187        14,716 
 Debt Securities in issue                         1,042           854 
 
 
Total interest expense                          195,593       124,488 
 
 
Net interest income                             292,074       216,538 
 
 

During the six months ended 30 June 2017 the interest accrued on impaired loans amounted to GEL 10,192 thousand (30 June 2016: GEL 10,105 thousand).

   20        Fee and Commission Income and Expense 
 
In thousands of GEL                                                                         30 June 2017  30 June 2016 
 
Fee and commission income 
Fee and commission income in respect of financial instruments not at fair value through 
profit 
or loss: 
- Card operations                                                                                 40,245        26,848 
- Settlement transactions                                                                         28,159        18,114 
- Cash transactions                                                                                7,470         5,489 
- Guarantees issued                                                                                6,073         6,132 
- Issuance of letters of credit                                                                    3,459         2,553 
- Foreign exchange operations                                                                        582           554 
- Other                                                                                            3,731         2,538 
 
 
Total fee and commission income                                                                   89,719        62,228 
 
 
Fee and commission expense 
Fee and commission expense in respect of financial instruments not at fair value through 
profit 
or loss: 
- Card operations                                                                                 24,005        14,910 
- Settlement transactions                                                                          3,385         2,598 
- Cash transactions                                                                                2,105         1,269 
- Letters of credit                                                                                  465           904 
- Guarantees received                                                                                561           267 
- Foreign exchange operations                                                                         89            67 
- Other                                                                                            3,892         2,531 
 
 
Total fee and commission expense                                                                  34,502        22,546 
 
 
Net fee and commission income                                                                     55,217        39,682 
 
 
   21        Other Operating Income 
 
In thousands of GEL                                                    30 June 2017  30 June 2016 
 
Revenues from operational leasing                                             3,510         3,528 
Gain from sale of investment properties                                       1,174           230 
Gain from sale of inventories of repossessed collateral                         945         1,169 
Revenues from sale of cash-in terminals                                         597           509 
Gain on disposal of premises and equipment                                      191            96 
Revenues from non-credit related fines                                           96           400 
Reimbursed taxes                                                                 13             - 
Administrative fee income from international financial institutions               -           359 
Other                                                                         7,708         2,071 
 
 
Total other operating income                                                 14,234         8,362 
 
 

Revenue from operational leasing is wholly attributable to investment properties. The carrying value of the

inventories of repossessed collateral disposed of in the period ended 30 June 2017 was GEL 10,284 thousand (30 June 2016: GEL 10,281 thousand).

   22        Administrative and Other Operating Expenses 
 
In thousands of GEL                                              30 June 2017  30 June 2016 
 
Rent                                                                   11,589         8,397 
Advertising and marketing services                                      6,797         4,846 
Professional services                                                   5,825        16,807 
Intangible asset enhancement                                            4,781         3,700 
Utility services                                                        3,020         2,422 
Taxes other than on income                                              2,812         2,492 
Premises and equipment maintenance                                      2,697         1,269 
Stationery and other office expenses                                    2,240         1,633 
Insurance                                                               1,976         1,270 
Impairment of intangible assets                                         1,850            19 
Communications and supply                                               1,802         1,505 
Impairment of Premises & Equipment                                      1,729             - 
Loss on disposal of inventories                                         1,186           537 
Security services                                                         999           881 
Business trip expenses                                                    907           876 
Insurance contract acquisition costs                                      825             - 
Transportation and vehicle maintenance                                    798           642 
Personnel training and recruitment                                        727           509 
Charity                                                                   417           486 
Gross Change in IBNR                                                      391             - 
Loss on disposal of investment properties                                 385             - 
Loss on disposal of premises and equipment                                171            74 
Write-down of current assets to fair value less costs to sell       (183)                52 
Other                                                                   4,705         3,168 
 
 
Total administrative and other operating expenses                      58,446        51,585 
 
 
   23        Income Taxes 

As at 30 June 2017, the statutory income tax rate applicable to the majority of the Group's income is 15% (six months ended 30 June 2016: 15%). Interim period income tax expense is recognised based on the income tax rate expected for the full financial year which equaled 7.8% (six months ended 30 June 2016: minus 1.1%). Income tax credit in the six months period ended 30 June 2016 is due to re-measurement of deferred tax liability as at 30 June 2016 to reflect the change in the Georgian tax code. Refer to note 3.

   24        Financial and Other Risk Management 

TBC Bank Group's strong risk governance reflects the importance placed by the Board and the Group's Risks, Ethics and Compliance Committee on shaping the risk strategy and managing credit, financial and non-financial risks. All components necessary for comprehensive risk governance are embedded into risk organization structure: enterprise risk management; credit, financial and non-financial risks management; risk reporting & supporting IT infrastructure; cross-risk analytical tools and techniques such as capital adequacy management and stress-testing. Comprehensive, transparent and prudent risk governance facilitates understanding and trust from multiple stakeholders, ensures sustainability and resiliency of the business model and positioning of risk management as Group's competitive advantage and strategic enabler.

The TBC Bank Group's governance structure ensures adequate oversight and accountabilities as well as clear segregation of duties. The Risks, Ethics and Compliance Committee is responsible for taking all the day-to-day decisions relating to the Group apart from those that are reserved for the Board. Namely, the committee carries out following duties: 1) Review and assessment of the Group's risk management strategy, risk appetite and tolerance, risk management system and risk policies; 2) Review and monitoring of the processes for compliance with laws, regulations and ethical codes of practice; 3) monitoring of the remediation of internal control deficiencies identified by internal and external auditors around compliance, ethics and risk management functions; 4) Annual self-assessment of the committee's performance and reporting of the results to the Board; 5) Review of the key risk management framework and other policy documents and make recommendations to the Board for their approval.

On the Bank level, risk management is the duty of the Supervisory Board, which has the overall responsibility to set the tone at the top and monitor compliance with established objectives. At the same time, Management Board governs and directs Groups' daily activities.

Both the Supervisory Board and the Management Board have established dedicated risk committees. Risk, Ethics and Compliance Committee of Supervisory Board approves Bank's Risk Appetite, supervises risk profile and risk governance practice within the Bank while Audit Committee is responsible for implementation of key accounting policies and facilitation of activities of internal and external auditors. Management Board Risk Committee is established to guide group-wide risk management activities and monitor major risk trends to make sure risk profile complies with the established Risk Appetite of the Group. Operational Risk Committee makes decisions related to operational risk governance while Asset-Liability Management Committee ("ALCO") is responsible for implementation of ALM policies.

The Management Board of the Group and, the Supervisory Board and Senior Management of the Bank govern risk objectives through Risk Appetite Statement ("RAS") which sets desired risk profile and respective risk limits for different economic environments. Risk Appetite ("RA") establishes monitoring and reporting responsibilities as well as escalation paths for different trigger events and limit breaches which as well prompt risk teams to establish and implement agreed mitigation actions. In order to effectively implement Risk Appetite in the Group's day-to-day operations, the RA metrics are cascaded into more granular business unit level limits. That way risk allocation is established across different segments and activities. The Board level oversight coupled with the permanent involvement of the Senior Management in TBC Group risk management ensures the clarity regarding risk objectives, intense monitoring of risk profile against risk appetite, prompt escalation of risk-related concerns and establishment of remediation actions.

The daily management of individual risks is based on the principle of the three lines of defense. While business lines are primary risk owners, risk teams assume the function of the second line defense. This role is performed through sanctioning transactions as well as tools and techniques for risk identification, analysis, measurement, monitoring and reporting. The committees are established at operational levels in charge of making transaction-level decisions that comprise of component of clear and sophisticated delegations of the authority framework based on "four-eye principle". All new products/projects go through the risk teams to assure risks are analyzed comprehensively.

Such control arrangements guarantee that the Bank takes informed risk-taking decisions that are adequately priced, avoiding taking risks that are beyond the Group's established threshold. Within the Risk Organization the below teams manage the credit, liquidity, market, operational and other non-financial risks:

   --      Enterprise Risk Management (ERM); 
   --      Credit Risk Management; 
   --      Underwriting (Credit sanctioning); 
   --      Restructuring and Collections; 
   --      Financial Risk Management; 
   --      Operational Risk Management. 

The strong and independent structure enables fulfilment of all the required risk management functions within the second line of defense by highly skilled professionals with a balanced mix of credentials in banking and real sectors both on the local and international markets.

In addition to the above-mentioned risk teams, the Compliance Department (reporting directly to CEO) is specifically in charge of AML and compliance risk management. As the third line of defense, the Internal Audit Department provides an independent and objective assurance and recommendations to Group that facilitates further improvement of operations and risk management.

For the management of each significant risk, the Bank puts in place specific policies and procedures, governance tools and techniques, methodologies for risk identification, assessment and quantification. Sound risk reporting systems and IT infrastructure are important tools for efficient risk management of TBC Bank. Thus, significant emphasis and investments are made by the Bank to constantly drive the development of required solutions. Comprehensive reporting framework is in place for the Management Board of the Group and the Supervisory Board and the Senior Management of the Bank that enables intense oversight over risk developments and taking early remedial actions upon necessity.

Beyond the described risk governance components, compensation system features one of the most significant tools for introducing incentives for staff, aligned with the Bank's long term interests to generate sustainable risk-adjusted returns. The risk Key Performance Indicators ("KPIs") are incorporated into both the business line and the risk staff remunerations. The performance management framework differentiates risk staff incentives to safeguard the independence from business areas that they supervise and at the same time enable attraction and maintenance of qualified professionals. For that purpose, the Bank overweighs risk KPIs for risk and control staff and caps the share of variable remuneration.

Credit risk. The Group is exposed to credit risk, which is the risk that a customer or counterparty will be unable to meet its obligation to settle outstanding amounts. The Group's exposure to credit risk arises as a result of its lending operations and other transactions with counterparties giving rise to financial assets. Maximum exposure to credit risk of on-balance sheet items equals their carrying values. For maximum exposure on off-balance sheet commitments refer to Note 26.

Credit risks include: risks arising from transactions with individual counterparties, concentration risk, currency-induced credit risks and residual risks.

- Risks arising from transactions with individual counterparties are the loss risk related to default or non-fulfillment of contracts due to deterioration in the counterparty's credit quality;

- Concentration risk is the risk related to the quality deterioration due to large exposures provided to single borrowers or a group of connected borrowers, or loan concentration in certain economic industries;

- Currency-induced credit risks relate to risks arising from foreign currency-denominated loans in the Group's portfolio;

- Residual risks result from applying credit risk-mitigation techniques, which could not satisfy expectation in relation to received collateral.

Comprehensive risk management methods and processes are established as part of the Group's risk management framework to manage credit risk effectively. The main principles for Group's credit risk management are: establish a prudent credit risk environment; operate under a sound credit-granting process; and maintain efficient processes for credit risk identification, measurement, control and monitoring. Respective policies and procedures establish a framework for lending decisions reflecting the Group's tolerance for credit risk. This framework includes detailed and formalised credit evaluation and collateral appraisal processes, administration and documentation, credit approval authorities at various levels, counterparty and industry concentration limits, and clearly defined roles and responsibilities of entities and staff involved in the origination, monitoring and management of credit.

Comprehensive risk management methods and processes are established as part of the Group's risk management framework to manage credit risk effectively. The main principles for Group's credit risk management are: establish a prudent credit risk environment; operate under a sound credit-granting process; and maintain efficient processes for credit risk identification, measurement, control and monitoring. Respective policies and procedures establish a framework for lending decisions reflecting the Group's tolerance for credit risk. This framework includes detailed and formalised credit evaluation and collateral appraisal processes, administration and documentation, credit approval authorities at various levels, counterparty and industry concentration limits, and clearly defined roles and responsibilities of entities and staff involved in the origination, monitoring and management of credit.

Credit Approval: The Group strives to ensure a sound credit-granting process by establishing well-defined credit granting criteria and building up an efficient process for the comprehensive assessment of a borrower's risk profile. The concept of three lines of defense is embedded in the credit risk assessment framework, with a clear segregation of duties among the parties involved in the credit assessment process.

The credit assessment process differs across segments, being further differentiated across various product types reflecting the different natures of these asset classes. Corporate, SME and larger retail and micro loans are assessed on an individual basis with thorough analysis of the borrower's creditworthiness and structure of the loan; whereas smaller retail and micro loans are mostly assessed in an automated way applying respective scoring models for the loan approval. Lending guidelines for business borrowers have been tailored to individual economic sectors, outlining key lending criteria and target ratios within each industry.

The Loan Approval Committees are responsible to review the credit applications and approve the credit products. Different Loan Approval Committees with clearly defined delegation authority are in place for the approval of credit exposures to Corporate, SME, Retail and Micro customers (except those products which are assessed applying scorecards). The composition of a Loan Approval Committee depends on aggregated liabilities of the borrower and the borrower's risk profile. Credit risk managers (as members of respective Loan Approval Committees) ensure that the borrower and the proposed credit exposure risks are thoroughly analysed. 1. A loan to the Bank's top 20 borrowers or exceeding 5% of the Bank's regulatory capital requires the review and the approval of the Supervisory Board's Risk, Ethics and Compliance Committee. This committee also approves transactions with related parties resulting in exposures to individuals and legal entities exceeding GEL 150 and 200 thousand, respectively.

Credit Risk Monitoring: The Group's risk management policies and processes are designed to identify and analyse risk in a timely manner, and monitor adherence to predefined limits by means of reliable and timely data. The Group dedicates considerable resources to gain a clear and accurate understanding of the credit risk faced across various business segments. The Group uses a robust monitoring system to react timely to macro and micro developments, identify weaknesses in the credit portfolio and outline solutions to make informed risk management decisions. Monitoring processes are tailored to the specifics of individual segments, as well as they encompass individual credit exposures, overall portfolio performance and external trends that may impact the portfolio's risk profile. Early warning signals serve as an important early alert system for the detection of credit deteriorations, leading to mitigating actions.

Reports relating to the credit quality of the credit portfolio are presented to the Board's Risk, Ethics and Compliance Committees on a quarterly basis. By comparing current data with historical figures and analysing forecasts, the management believes that it is capable identifying risks and responding to them by amending its policies in a timely manner.

Credit Risk Mitigation: Credit decisions are based primarily on the borrower's repayment capacity and creditworthiness; in addition, the Group uses credit risk mitigation tools such as collateral and guarantees to reduce the credit risk. The reliance that can be placed on these mitigants is carefully assessed for legal certainty and enforceability, market valuation of collateral and counterparty risk of the guarantor.

A centralised unit for collateral management governs the Group's view and strategy in relation to collateral management and ensures that collateral serves as an adequate mitigating factor for credit risk management purposes. The collateral management framework consists of a sound independent appraisal process, haircut system throughout the underwriting process, monitoring and revaluations.

Credit Risk Restructuring and Collection: A comprehensive portfolio supervision system is in place to identify weakened or problem credit exposures in a timely manner and to take prompt remedial actions. Dedicated restructuring units manage weakened borrowers across all business segments. The primary goal of the restructuring units is to rehabilitate the borrower and return to the performing category. The sophistication and complexity of rehabilitation process differs based on the type and size of exposure.

A centralised monitoring team monitors retail borrowers in delinquency, which coupled with branches' efforts, are aimed at maximizing collection. The specialised software is applied for early collection processes management. Specific strategies are tailored to different sub-groups of customers, reflecting respective risk levels, so that greater effort is dedicated to customers with a higher risk profile.

Dedicated recovery units manage loans with higher risk profile. Corporate and SME borrowers are transferred to a recovery unit in case of a strong probability that a material portion of the principal amount will not be paid and the main stream of recovery is no longer the borrower's cash flow. Retail and micro loans are generally transferred to the recovery unit or external collection agencies (in the case of unsecured loans) at 90 days overdue, although they may be transferred earlier if it is evident that the borrower is unable to repay the loan.

Geographical risk concentrations. Assets, liabilities, credit related commitments and performance guarantees have generally been attributed to geographic regions based on the country in which the counterparty is located. Balances legally outstanding to/from off-shore companies which are closely related to Georgian counterparties are allocated to the caption "Georgia". Cash on hand and premises and equipment have been allocated based on the country in which they are physically held.

The geographical concentration of the Group's assets and liabilities as of 30 June 2017 is set out below:

 
In thousands of GEL                                        Georgia         OECD   Non-OECD       Total 
 
Assets 
Cash and cash equivalents                                  685,299      527,939      5,870   1,219,108 
Due from other banks                                        30,561        8,109      2,426      41,096 
Mandatory cash balances with National Bank of Georgia      931,654            -          -     931,654 
Loans and advances to customers                          6,957,168       46,756    170,381   7,174,305 
Investment securities available for sale                   607,346            -        737     608,083 
Bonds carried at amortised cost                            389,036            -          -     389,036 
Repurchase receivables                                       9,961            -          -       9,961 
Investments in leases                                       96,329            -          -      96,329 
Other financial assets                                      94,049           60        129      94,238 
 
 
Total financial assets                                   9,801,403      582,864    179,543  10,563,810 
 
 
Non-financial assets                                       712,543           25      4,444     717,012 
 
 
Total assets                                            10,513,946      582,889    183,987  11,280,822 
 
 
Liabilities 
Due to credit institutions                                 808,822    1,488,388     16,340   2,313,550 
Customer accounts                                        5,589,458      550,059    526,896   6,666,413 
Debt securities in issue                                    12,085            -     12,021      24,106 
Other financial liabilities                                 97,865       23,539        615     122,019 
Subordinated debt                                           53,191      214,344    122,535     390,070 
 
 
Total financial liabilities                              6,561,421    2,276,330    678,407   9,516,158 
 
 
Non-financial liabilities                                   72,372        1,069        715      74,156 
 
 
Total liabilities                                        6,633,793    2,277,399    679,122   9,590,314 
 
 
Net balance sheet position                               3,880,153  (1,694,510)  (495,135)   1,690,508 
 
 
Performance guarantees                                     340,197       47,354     85,197     472,748 
Credit related commitments                                 717,038        9,646      2,680     729,364 
 
 
 

The geographical concentration of the Group's assets and liabilities as of 31 December 2016 is set out below:

 
In thousands of GEL                                        Georgia         OECD   Non-OECD       Total 
 
Assets 
Cash and cash equivalents                                  549,279      389,223      6,678     945,180 
Due from other banks                                         5,874       18,851          -      24,725 
Mandatory cash balances with National Bank of Georgia      990,642            -          -     990,642 
Loans and advances to customers                          6,923,037       88,616    122,049   7,133,702 
Investment securities available for sale                   429,985            -        718     430,703 
Bonds carried at amortised cost                            372,956            -          -     372,956 
Investments in leases                                       95,031            -          -      95,031 
Other financial assets                                      94,398          229          -      94,627 
 
 
Total financial assets                                   9,461,202      496,919    129,445  10,087,566 
 
 
Non-financial assets                                       676,665           29      4,772     681,466 
 
 
Total assets                                            10,137,867      496,948    134,217  10,769,032 
 
 
Liabilities 
Due to credit institutions                                 718,699    1,408,693     70,185   2,197,577 
Customer accounts                                        5,421,782      530,370    502,797   6,454,949 
Debt securities in issue                                    13,261            -     10,247      23,508 
Other financial liabilities                                 49,092        1,286        620      50,998 
Subordinated debt                                                -      233,657    134,724     368,381 
 
 
Total financial liabilities                              6,202,834    2,174,006    718,573   9,095,413 
 
 
Non-financial liabilities                                   89,298        1,098        592      90,988 
 
 
Total liabilities                                        6,292,132    2,175,104    719,165   9,186,401 
 
 
Net balance sheet position                               3,845,735  (1,678,156)  (584,948)   1,582,631 
 
 
Performance guarantees                                     274,614       56,406     95,588     426,608 
Credit related commitments                                 706,646       10,175      3,391     720,212 
 
 
 

Market risk. The Bank follows the Basel Committee's definition of market risk as the risk of losses in on- and off-balance sheet positions arising from movements in market prices. This risk is principally made up of (a) risks pertaining to interest rate instruments and equities in the trading book and (b) foreign exchange rate risk (or currency risk) and commodities risk throughout the Bank. The Bank's strategy is not to be involved in trading book activity or investments in commodities. Accordingly, the Bank's exposure to market risk is primarily limited to foreign exchange rate risk in the structural book.

Currency risk. Foreign exchange rate risk arises from the potential change in foreign currency exchange rates, which can affect the value of a financial instrument. This risk stems from the open currency positions created due to mismatches in foreign currency assets and liabilities. The NBG requires the Bank to monitor both balance-sheet and total aggregate (including off-balance sheet) open currency positions and to maintain the later one within 20% of the Bank's regulatory capital. As of 30 June 2017, the Bank maintained an aggregate open currency position of 1.6% of regulatory capital (2016: 3.2%). The Asset-Liability Management Committee ("ALCO") has set limits on the level of exposure by currency as well as on aggregate exposure positions which are more conservative than those set by the NBG. The Bank's compliance with such limits is monitored daily by the heads of the Treasury and Financial Risk Management Departments.

Currency risk management framework is governed through the Market Risk Management Policy, market risk management procedure and relevant methodologies. In 2016 within the ICAAP framework the Bank developed methodology for allocating capital charges for FX risk following Basel guidelines. The table below summarises the Group's exposure to foreign currency exchange rate risk at the balance sheet date. While managing open currency position the Group considers all provisions to be denominated in the local currency. Gross amount of currency swap deposits is included in Derivatives. Therefore total financial assets and liabilities below are not traceable with either balance sheet or liquidity risk management tables, where net amount of gross currency swaps is presented:

 
                             As of 30 June 2017                               As of 31 December 2016 
                Monetary     Monetary  Deri-vatives         Net    Monetary     Monetary  Deri-vatives         Net 
               financial    financial                   balance   financial    financial                   balance 
In thousands      assets  liabilities                     sheet      assets  liabilities                     sheet 
of GEL                                                 position                                           position 
 
Georgian 
 Lari          4,099,396    3,199,058        65,522     965,860   3,484,840    2,478,715         9,394   1,015,519 
US Dollars     5,658,187    5,597,328      (65,059)     (4,200)   5,821,734    5,848,266       (8,905)    (35,437) 
Euros            621,346      618,714           (0)       2,632     690,728      697,568          (13)     (6,853) 
Other            184,881      101,058         (407)      83,416      90,264       70,864         (288)      19,112 
 
 
Total         10,563,810    9,516,158            56   1,047,708  10,087,566    9,095,413           188     992,341 
 
 
 

To assess the currency risk the Bank performs a value-at-risk ("VAR") sensitivity analysis on a quarterly basis. The analysis calculates the effect on the Group's income determined by possible worst movement of currency rates against the Georgian Lari, with all other variables held constant. To identify the maximum expected losses resulting from currency fluctuations, a 99% confidence level is defined based on the monthly variations in exchange rates over 3 year look-back period. During the six months ended 30 June 2017 and the year ended 31 December 2016 the sensitivity analysis did not reveal any significant potential effect on the Group's equity:

 
 
  In thousands of GEL                      30 June 2017  31 December 2016 
Maximum loss (VAR, 99% confidence level)          (767)           (1,184) 
Maximum loss (VAR,95% confidence level)           (550)             (868) 
 
 

Interest rate risk. Interest rate risk arises from potential changes in the market interest rates that can adversely affect the fair value or future cash flows of the financial instrument. This risk can arise from maturity mismatches of assets and liabilities, as well as from the re-pricing characteristics of such assets and liabilities.

The Bank's deposits and the most loans are at fixed interest rates, while a portion of the Bank's borrowings is at a floating interest rate. The Bank's floating rate borrowings are, to a certain extent, hedged by the NBG paying a floating rate on the minimum reserves that the Bank holds with the NBG. The Bank has also entered into interest rate swap agreements in order to mitigate interest rate risk. Furthermore, many of the Bank's loans to customers contain a clause allowing it to adjust the interest rate on the loan in case of adverse interest rate movements, thereby limiting the Bank's exposure to interest rate risk. The management also believes that the Bank's interest rate margins provide a reasonable buffer to mitigate the effect of possible adverse interest rate movements.

The table below summarises the Group's exposure to interest rate risks. It illustrates the aggregated amounts of the Group's financial assets and liabilities at the amounts monitored by the management and categorised by the earlier of contractual interest re-pricing or maturity dates. Currency and interest rate swaps are not netted when assessing the Group's exposure to interest rate risks. Therefore, total financial assets and liabilities below are not traceable with either balance sheet or other financial risk management tables. The tables consider both reserves placed with NBG and Interest bearing Nostro accounts. Income on NBG reserves and Nostros are calculated as benchmark minus margin whereby for benchmark Federal funds rate and ECB rates are considered in case of USD and EUR respectively. Therefore, they have impact on the TBC's Net interest income in case of both upward and downward shift of interest rates.

 
In thousands of GEL                                   Less than 1 year  More than 1 year        Total 
 
30 June 2017 
Total financial assets                                       6,058,192         4,532,338   10,590,530 
Total financial liabilities                                  6,773,064         2,769,813    9,542,877 
 
 
Net interest sensitivity gap as of 30 June 2017              (714,872)         1,762,525    1,047,653 
 
 
31 December 2016 
Total financial assets                                       5,519,746         4,606,991   10,126,737 
Total financial liabilities                                  6,633,005         2,501,580    9,134,585 
 
 
Net interest sensitivity gap as of 31 December 2016        (1,113,259)         2,105,411      992,152 
 
 
 

As of 30 June 2017, if interest rates had been 100 basis points lower with all other variables held constant, profit for the period would have been GEL 6,417 thousands higher (30 June 2016: GEL 800 thousand), mainly as a result of lower interest expense on variable interest liabilities. Other comprehensive income would have been GEL 4,935 thousand higher (30 June 2016: GEL 1,116 thousand), as a result of an increase in the fair value of fixed rate financial assets classified as available for sale and repurchase receivables.

If interest rates had been 100 basis points higher, with all other variables held constant, profit would have been GEL 6,417 thousands lower (30 June 2016: GEL 800 thousand), mainly as a result of higher interest expense on variable interest liabilities. Other comprehensive income would have been GEL4,760 thousand lower (30 June 2016: GEL 1,093 thousand), as a result of decrease in the fair value of fixed rate financial assets classified as available for sale.

With the assistance of Ernst & Young LLC the Bank has developed an advanced model to manage the interest rate risk on a standalone basis. The interest rate risk analysis is performed monthly by the Financial Risk Management Department.

The Bank calculates the impact of changes in interest rates using both Net Interest Income and Economic Value sensitivity. Net Interest Income sensitivity measures the impact of a change of interest rates along the various maturities on the yield curve on the net interest revenue for the nearest year. Economic Value measures the impact of a change of interest rates along the various maturities on the yield curve on the present value of the Group's assets, liabilities and off-balance sheet instruments. When performing Net Interest Income and Economic Value sensitivity analysis, the Bank uses parallel shifts in interest rates as well as number of different scenarios. Under the ICAAP framework, TBC Bank reserves capital in the amount of the adverse effect of possible parallel yield curve shift scenarios on net interest income over a one-year period for Basel II Pillar 2 capital calculation purposes.

In order to manage Interest Rate risk the Bank establishes appropriate limits. The Bank monitors compliance with the limits and prepares forecasts. ALCO decides on actions that are necessary for effective interest rate risk management and follows up on the implementation. Periodic reporting is done to Management Board and the Board's Risk, Ethics and Compliance Committee.

Liquidity Risk. The liquidity risk is the risk that TBC Bank either does not have sufficient financial resources available to meet all of its obligations and commitments as they fall due, or can access those resources only at a high cost. The risk is managed by the Financial Risk Management and Treasury Departments and is monitored by the ALCO.

The principal objectives of the TBC Bank's liquidity risk management policy are to: (i) ensure the availability of funds in order to meet claims arising from total liabilities and off-balance sheet commitments, both actual and contingent, at an economic price; (ii) recognise any structural mismatch existing within TBC Bank's statement of financial position and set monitoring ratios to manage funding in line with well-balanced growth; and (iii) monitor liquidity and funding on an ongoing basis to ensure that approved business targets are met without compromising the risk profile of the Bank.

The liquidity risk is categorised into two risk types: the funding liquidity risk and the market liquidity risk.

Funding liquidity risk is the risk that TBC will not be able to efficiently meet both expected and unexpected current and future cash flow and collateral needs without affecting either its daily operations or its financial condition. To manage funding liquidity risk TBC Bank uses the Liquidity Coverage ratio and the Net Stable Funding ratio set forth under Basel III, as well as minimum liquidity ratio defined by the NBG. In addition the Bank performs stress tests, what if and scenarios analysis.

The Liquidity Coverage ratio is used to help manage short-term liquidity risks. The Bank's liquidity risk management framework is designed to comprehensively project cash flows arising from assets, liabilities and off-balance sheet items over certain time bands and ensure that liquidity coverage ratio limits are put in place. TBC Bank also stress tests the results of liquidity through large shock scenarios set by the NBG. Internal liquidity coverage ratio and stress tests are carried out on a weekly basis.

The Net Stable Funding ratio is used for long-term liquidity risk management to promote resilience over a longer time horizon by creating additional incentives for TBC Bank to rely on more stable sources of funding on a continuous basis. The Bank also sets deposit concentration limits for large deposits and deposits of non-Georgian residents in its deposit portfolio.

Net Stable Funding ratio is calculated based on the IFRS consolidated financial statements. In addition, for internal purposes TBC Bank calculates NSFR ratio on the basis of standalone financial statements prepared in accordance with NBG's accounting rules.

The management believes that a strong and diversified funding structure is one of TBC Bank's differentiators. The Bank relies on relatively stable deposits from Georgia as the main source of funding. In order to maintain and further enhance the liability structure TBC Bank sets the targets for retail deposits in its strategy and sets the loan to deposit ratio limits.

The loan to deposit ratio (defined as total value of net loans divided by total value of deposits) stood at 107.6% and 110.5%, at the 30 June 2017 and 31 December 2016, respectively.

Market liquidity risk is the risk that the Bank cannot easily offset or eliminate a position at the then-current market price because of inadequate market depth or market disruption. To manage it, TBC Bank follows Basel III guidelines on high-quality liquidity asset eligibility in order to ensure that the Bank's high-quality liquid assets can be sold without causing a significant movement in the price and with minimum loss of value.

In addition, TBC Bank has a liquidity contingency plan, which is part of the Bank's overall prudential liquidity policy and is designed to ensure that TBC Bank is able to meet its funding and liquidity requirements and maintain its core business operations in deteriorating liquidity conditions that could arise outside the ordinary course of its business.

The Bank calculates its liquidity ratio on a daily basis in accordance with the NBG's requirements. The limit is set by the NBG for average liquidity ratio, which is calculated as the ratio of average liquid assets to average liabilities for the respective month, including borrowings from financial institutions and part of off-balance sheet liabilities with residual maturity up to 6 months. As of 30 June the ratios were well above the prudential limit set by the NBG as follows:

 
                          30 June 2017  31 December 2016 
Average Liquidity Ratio          34.2%             30.8% 
 
 

According to daily cash flow forecasts and the surplus in liquidity standing, the Treasury Department places funds in short-term liquid assets , largely made up of short-term risk-free securities, interbank deposits and other inter-bank facilities, to ensure that sufficient liquidity is maintained within the Group as a whole.

Maturity analysis. The table below summarizes the maturity analysis of the Group's financial liabilities, based on remaining undiscounted contractual obligations as of 30 June 2017 Subject-to-notice repayments are treated as if notice were to be given immediately. However, the Group expects that many customers will not request repayment on the earliest date the Group could be required to pay and the table does not reflect the expected cash flows indicated by the Group's deposit retention history.

The maturity analysis of financial liabilities as of 30 June 2017 is as follows:

 
                           Less than 3 months  From 3 to 12 months       From 12 months to 5  Over 5 years       Total 
In thousands of GEL                                                                    years 
 
Liabilities 
Due to Credit 
 institutions                         838,513              382,218                 1,140,321       174,918   2,535,970 
Customer accounts - 
 individuals                        2,168,834            1,129,771                   451,946        37,582   3,788,133 
Customer accounts - other           2,738,042              160,777                   114,348        45,733   3,058,900 
Other financial 
 liabilities                          117,761                3,736                       522             -     122,019 
Subordinated debt                       5,521               33,856                   214,428       333,531     587,336 
Debt securities in issue                5,491                1,059                    20,511             -      27,061 
Gross settled forwards                 64,860                7,685                         -             -      72,545 
Performance guarantees                 80,272              202,411                   189,258           807     472,748 
Financial guarantees                   33,609               99,903                    39,000           137     172,649 
Other credit related 
 commitments                          556,715                    -                         -             -     556,715 
 
 
Total potential future 
 payments for financial 
 obligations                        6,609,618            2,021,416                 2,170,334       592,708  11,394,076 
 
 

The maturity analysis of financial liabilities as of 31 December 2016 is as follows:

 
                           Less than 3 months  From 3 to 12 months       From 12 months to 5  Over 5 years       Total 
In thousands of GEL                                                                    years 
 
Liabilities 
Due to Credit 
 institutions                         837,188              310,447                 1,103,959       168,271   2,419,865 
Customer accounts - 
 individuals                        2,147,015            1,284,067                   360,609        39,578   3,831,269 
Customer accounts - other           2,287,043              238,551                   134,293        74,180   2,734,067 
Other financial 
 liabilities                           46,971                2,883                     1,144             -      50,998 
Subordinated debt                       4,853               29,510                   238,224       360,551     633,138 
Debt securities in issue                  616                6,584                    22,745             -      29,945 
Gross settled forwards                 16,084                3,641                       369             -      20,094 
Performance guarantees                 60,552              154,616                   210,595           845     426,608 
Financial guarantees                  117,994              102,311                    50,657           140     271,102 
Other credit related 
 commitments                          449,110                    -                         -             -     449,110 
 
 
Total potential future 
 payments for financial 
 obligations                        5,967,426            2,132,610                 2,122,595       643,565  10,866,196 
 
 

The undiscounted financial liability analysis gap does not reflect the historical stability of the current accounts. Their liquidation has historically taken place over a longer period than the one indicated in the tables above. These balances are included in amounts due in less than three months in the tables above.

Term Deposits included in the customer accounts are classified based on remaining contractual maturities, according to the Georgian Civil Code, however, individuals have the right to withdraw their deposits prior to maturity if they partially or fully forfeit their right to accrued interest and the Group is obliged to repay such deposits upon the depositor's demand. Based on the Bank's deposit retention history, the management does not expect that many customers will require repayment on the earliest possible date; accordingly, the table does not reflect the management's expectations as to actual cash outflows.

The Group does not use the above undiscounted maturity analysis to manage liquidity. Instead, the Group monitors the liquidity gap analysis based on the expected maturities. In particular, the customers' deposits are distributed in the given maturity gaps following their behavioural analysis.

As of 30 June 2017 the analysis by expected maturities may be as follows:

 
In thousands of GEL               Less than 3 months  From 3 to 12 months  From 1 to 5 Years  Over 5 years       Total 
 
Assets 
Cash and cash equivalents                  1,219,108                    -                  -             -   1,219,108 
Due from other banks                          24,888                    -              2,426        13,782      41,096 
Mandatory cash balances with 
 National Bank of Georgia                    931,654                    -                  -             -     931,654 
Loans and advances to customers            1,181,092            1,378,195          2,896,679     1,718,339   7,174,305 
Investment securities available 
 for sale                                    608,083                    -                  -             -     608,083 
Bonds carried at amortised cost               42,130              127,244            180,717        38,945     389,036 
Finance lease receivables                     17,739               30,445             48,145             -      96,329 
Repurchase receivables                         9,961                    -                  -             -       9,961 
Other financial assets                        62,168               14,578             17,492             -      94,238 
 
 
Total financial assets                     4,096,823            1,550,462          3,145,459     1,771,066  10,563,810 
 
 
Liabilities 
Due to Credit institutions                   829,532              321,767          1,000,732       161,519   2,313,550 
Customer accounts                            784,846              162,811                  -     5,718,756   6,666,413 
Debt securities in issue                       4,979                    -             19,127             -      24,106 
Other financial liabilities                  117,761                3,736                522             -     122,019 
Subordinated debt                              3,889               11,720            115,167       259,294     390,070 
 
 
Total financial liabilities                1,741,007              500,034          1,135,548     6,139,569   9,516,158 
 
 
Credit related commitments and 
performance guarantees 
Performance guarantees                         2,708                    -                  -             -       2,708 
Financial guarantees                           6,429                    -                  -             -       6,429 
Other credit related commitments              60,333                    -                  -             -      60,333 
                                                                        -                  -             - 
Credit related commitments and 
 performance guarantees                       69,470                    -                  -             -      69,470 
 
 
Net liquidity gap as of 30 June 
 2017                                      2,286,346            1,050,428          2,009,911   (4,368,503)     978,182 
 
 
Cumulative gap as of 30 June 
 2017                                      2,286,346            3,336,774          5,346,685       978,182 
 
 

The management believes that the Group has sufficient liquidity to meet its current on- and off-balance sheet obligations. As of 31 December 2016 the analysis by expected maturities may be as follows:

 
In thousands of GEL               Less than 3 months  From 3 to 12 months  From 1 to 5 Years  Over 5 years       Total 
 
Assets 
Cash and cash equivalents                    945,180                    -                  -             -     945,180 
Due from other banks                           4,417                5,210              5,544         9,554      24,725 
Mandatory cash balances with 
 National Bank of Georgia                    990,642                    -                  -             -     990,642 
Loans and advances to customers            1,119,128            1,481,095          2,949,227     1,584,252   7,133,702 
Investment securities available 
 for sale                                    430,703                    -                  -             -     430,703 
Bonds carried at amortised cost              123,763               94,250            128,201        26,742     372,956 
Finance lease receivables                     18,770               30,600             45,661             -      95,031 
Other financial assets                        64,328               10,595             19,704             -      94,627 
 
 
Total financial assets                     3,696,931            1,621,750          3,148,337     1,620,548  10,087,566 
 
 
Liabilities 
Due to Credit institutions                   796,148              260,046            986,857       154,526   2,197,577 
Customer accounts                            723,340              154,513                  -     5,577,096   6,454,949 
Debt securities in issue                         145                5,277             18,086             -      23,508 
Other financial liabilities                   46,971                2,883              1,144                    50,998 
Subordinated debt                              3,333                4,893            125,174       234,981     368,381 
 
 
Total financial liabilities                1,569,937              427,612          1,131,261     5,966,603   9,095,413 
 
 
Credit related commitments and 
performance guarantees 
Performance guarantees                         2,635                    -                  -             -       2,635 
Financial guarantees                           8,049                    -                  -             -       8,049 
Other credit related commitments              45,854                    -                  -             -      45,854 
 
Credit related commitments and 
 performance guarantees                       56,538                    -                  -             -      56,538 
 
 
Net liquidity gap as of 31 
 December 2016                             2,070,456            1,194,138          2,017,076   (4,346,055)     935,615 
 
 
Cumulative gap as of 31 December 
 2016                                      2,070,456            3,264,594          5,281,670       935,615 
 
 

The management believes that the Group has sufficient liquidity to meet its current on- and off-balance sheet obligations.

In order to assess the possible outflow of the bank's customer accounts management applied value-at-risk analysis. The statistical data was used on the basis of a holding period of one month for a look-back period of five years with a confidence level of 99%. The value at risk analysis was performed for the following maturity gaps: (0-1 months), (0-3 months), (0-6 months) and (0-12 months), based on which the maximum percentage of deposits' outflow was calculated.

Management believes that in spite of a substantial portion of customers' accounts being on demand, diversification of these deposits by number and type of depositors, and the past experience of the Group would indicate that these customer accounts provide a long-term and stable source of funding for the Group. Moreover, the Group's liquidity risk management includes estimation of maturities for its current deposits. The estimate is based on statistical methods applied to historic information on the fluctuations of customer account balances.

Operating environment. Most of the Group's business is based in Georgia. Over the last few years the Georgian government has embarked in a number of civil, criminal, tax, administrative and commercial reforms that have positively affected the overall investment climate of the country. Today Georgia has an international reputation as a country with a favourable investment environment. Georgia continued to progress in the report "Doing Business 2017" by the World Bank (WB) and International Financing Corporation (IFC), ranking as the 16th easiest country in the world to do business (out of 190), up by 7 steps compared to the previous year rankings. The country improved its ranking in almost all categories, confirming its position as regional leader and outperforming most of the EU economies. Georgia also boasts low corruption levels, a low tax burden, and high transparency of its institutions according to the number of surveys by international institutions.

The domestic economic environment remains stable and the banking sector continues to grow, supported by broader macroeconomic stability and attractive business climate. Economic growth continues to outperform the initial projections of growth for 2017. In H1 2017 GDP growth averaged 4.5%, per initial estimates, above the IMF's 3.5% and government's 4% growth forecast for FY 2017. Improvement in economic growth in Q1 2017 was broad-based on almost all sectors of the economy. Construction (+21.6% YoY), manufacturing (+6.2% YoY) and transport and communications sector (+7.3% YoY) represented major drivers of growth in Q1 2017, while all other sectors of the economy posted positive annual growth rates. Agriculture was the only sector of the economy to decline moderately by 1.5% YoY in Q1 2017.

Favourable external environment continues to underpin growth in export, tourism and remittances inflows. Regional environment improved markedly since the end of 2016, with all of the major trading partner economies showing improvements in growth rates compared to 2016 figures.

Current Account deficit showed sizeable improvement, in spite of the increasing imports of goods driven mostly by higher commodity prices. In Q1 2017 CA deficit to GDP ratio stood at 11.8%, down from 13.5% in the same period previous year. Balance of trade in goods worsened slightly by 0.1% of GDP YoY, sharp improvement in export inflows (+4.8% of GDP YoY) almost fully offset increasing imports in Q1 2017. Sharp growth of tourism inflows boosted the balance of trade in services from 8.3% in Q1 2016 to 10.5% in Q1 2017. Transfers also went up by 1.2% of GDP YoY in Q1 2017, this largely offsets 1.4% of GDP deterioration of income account. Major positive components of CA balance maintained growth trends, implying that CA balance improved further in Q2 2017 as well.

Improved external inflows enabled NBG to start refilling its international reserves. In Q2 2017 NBG purchased c. USD 90 mln on FX market to remove excessive appreciating pressure on GEL exchange rate. In Q2 2017 USD/GEL exchange rate appreciated by 1.5% QoQ, while GEL depreciated by 4.5% against EUR over the same period.

As expected in the beginning of 2017, headline inflation exceeded the target due to the one-off increase in administered prices as well as higher commodity prices on global markets. As of June, 2017 annual inflation stood at 7.1% while core[11] inflation remained close to target at 4.5%, over the same period. NBG tightened policy rate modestly from 6.5% as of the end of 2016 to 7% as of the beginning of May. During the following 2 meetings of monetary policy committee policy rate was left unchanged at 7% as NBG judged the current tightening was enough to ensure inflation goes to 3% target starting from the next year, as one-off factors start to dissipate. Over the medium term refinancing rate is expected to gradually align closer to its long run neutral rate of 5-6%

Fiscal deficit narrowed to an estimated 1.3% of GDP in H1 2017[12] , down from 3.1% of GDP in H1 2016. Negative impact on government tax revenues from the profit tax reform was fully offset by increased revenues from excise taxes. In addition, better than expected economic growth as well as more prudent approach towards the current spending of the government contributed positively to the reduction of budget deficit. Government debt retreated from its historical high of 44.5% in Q4 2016 to 42% of GDP as of the end of Q2 2017, partially helped by the 9% appreciation of GEL against USD in first 6 months of 2017.

To sum up, improved external environment, coupled with the more active public infrastructure spending and gradual improvement in consumer as well as business[13] expectations lays ground for the economic growth to outperform the initial expectation for the FY 2017 making Georgia one of the top performer in CIS and CEE region in 2017 in terms of economic growth rates.

   25        Management of Capital 

The Group's objectives in terms of capital management are to maintain appropriate levels of capital to support the business strategy, meet regulatory and stress testing-related requirements and safeguard the Group's ability to continue as a going concern. Additionally, the Group's capital management objectives entail ensuring that the Bank complies with the capital requirements set by the Basel Capital Accord 1988 capital adequacy ratios as stipulated by borrowing agreements. The compliance with capital adequacy ratios set by the NBG is monitored monthly with the reports outlining their calculation and are reviewed and signed by the Bank's CFO and Deputy CFO.

The NBG is reviewing the existing capital adequacy regulation and is going to introduce certain changes. Currently these changes are in draft form and are being discussed with the banks and other stakeholders. Estimated introduction date is quarter 4 2017.

The summary of main changes is as follows:

-- Current capital requirement will be divided across Pillar 1 and Pillar 2 buffers to increase clarity and comparability;

-- Capital conservation buffer currently incorporated in minimum capital requirements will be separated;

   --      Systemic risk buffer will be introduced for systematically important banks; 
   --      Countercyclical capital buffer will be introduced and the rate will be 0%; 
   --      Additional loan portfolio concentration buffer will be introduced under Pillar 2; 

-- Current conservative weighting for CICR will be replaced by appropriate Pillar 2 buffer (Unhedged Currency Induced Credit Risk Buffer);

   --      GRAPE buffer defined by the supervisor will be applied based on the bank specific risks; 

-- PTI and LTV ratio thresholds will be introduced for the retail loans. The exposures which are out of the defined range will be assigned higher risk weights from normal 75-100% to higher 100-150%.

The exact requirements, as well as amount of the buffers and its impact on the capital planning is not yet determined. Based on the initial assessments the changes should not impact the growth and dividend guidelines.

The Bank and the Group complied with all its internally and externally imposed capital requirements throughout the six months periods ended 30 June 2017 and the year 2016.

NBG Basel I Capital adequacy ratio

Under the Basel I capital requirements set by the NBG in 2017 banks have to maintain a ratio of regulatory capital to risk weighted assets ("statutory capital ratio") above the minimum level of 9.6% and a ratio of Tier 1 capital to risk weighted assets above the minimum level of 6.4%. No additional add-ons are in place. In mid-2015, the NBG removed previously established 3% capital add-on. The regulatory capital is based on the Bank's standalone reports prepared in accordance with the NBG accounting rules:

 
In thousands of GEL                                                     30 June 2017  31 December 2016 
 
Share capital                                                                555,488           567,089 
Retained earnings and other disclosed reserves                               790,856           770,345 
General loan loss provisions (up to 1.25 % of risk - weighted assets)        146,421           115,559 
Less intangible assets                                                      (86,280)          (53,074) 
Less Investments into subsidiary companies and capital of other banks       (55,683)          (61,855) 
Less Investments in the capital of the resident banks                              -         (351,040) 
Subordinated debt (included in regulatory capital)                           354,974           342,653 
 
 
Total regulatory capital                                                   1,705,776         1,329,677 
 
 
Risk-weighted Exposures 
Credit risk weighted assets (including off-balance obligations)            8,560,636  6,750,917 
Currency Induced Credit Risk                                               3,262,371  2,855,296 
minus general and special reserves                                         (215,291)  (205,968) 
Risk-weighted assets                                                      11,607,716  9,400,245 
Tier 1 Capital adequacy ratio                                           9.6%          10.9% 
Total Capital adequacy ratio                                            14.7%         14.1% 
 
 
 
In thousands of GEL                                                      30 June 2017 
Risk weighted Exposures                                           Carrying Value   RW amount 
 
Cash, cash equivalents, Interbank Deposits and Securities              3,137,505     170,516 
Gross Loans and accrued interests                                      7,465,507  10,480,628 
Repossessed Assets                                                        59,181      59,181 
Fixed Assets and intangible assets                                       432,567     346,287 
Other assets                                                             253,906     204,715 
Total                                                                 11,348,666  11,261,327 
Total Off-balance sheet                                                1,363,192     561,680 
minus general and special reserves                                     (215,291)   (215,291) 
 
Total Amount                                                          12,496,567  11,607,716 
 
 
 
In thousands of GEL                                                   31 December 2016 
Risk weighted Exposures                                           Carrying Value  RW amount 
 
Cash, cash equivalents, Interbank Deposits and Securities              2,372,263    163,294 
Gross Loans and accrued interests                                      5,979,125  8,427,081 
Repossessed Assets                                                        46,441     46,441 
Fixed Assets and intangible assets                                       328,184    275,110 
Other assets                                                             620,428    278,394 
Total                                                                  9,346,441  9,190,320 
Total Off-balance sheet                                                  875,585    415,893 
minus general and special reserves                                     (205,968)  (205,968) 
 
Total Amount                                                          10,016,058  9,400,245 
 
 

NBG Basel II Capital adequacy ratio

After adopting the NBG Basel II/III requirements, the Bank, in addition to above capital ratios calculates its capital requirements and risk weighted assets separately for Pillar 1. The NBG provides detailed instructions of Pillar 1 calculations. The reporting started at the end of 2013. The composition of the Bank's capital calculated in accordance with Basel II (Pillar I) is as follows:

 
In thousands of GEL                             30 June 2017  31 December 2016 
 
Tier 1 Capital                                     1,282,880         1,041,270 
Tier 2 Capital                                       449,881           380,751 
Regulatory capital                                 1,732,761         1,422,021 
 
Risk-weighted Exposures 
Credit Risk Weighted Exposures                    11,105,383         9,399,140 
Risk Weighted Exposures for Market Risk               21,387            45,689 
Risk Weighted Exposures for Operational Risk         739,231           576,628 
Total Risk-weighted Exposures                     11,866,001        10,021,457 
 
Minimum Tier 1 ratio                            8.5%          8.5% 
Tier 1 Capital adequacy ratio                          10.8%             10.4% 
 
Minimum total capital adequacy ratio            10.5%         10.5% 
Total Capital adequacy ratio                           14.6%             14.2% 
 

The breakdown of the Bank's assets into the carrying amounts based on NBG accounting rules and relevant risk-weighted exposures as of 30 June 2017 and 31 December 2016 are given in the tables below:

 
                                                                     30 June 2017 
In thousands of GEL                                           Carrying Value  RW amount 
 
Cash, cash equivalents, Interbank Exposures and Securities         3,175,561   1,127,287 
Gross loans and accrued interests,                                 7,241,023   8,814,400 
Repossessed Assets                                                    59,181      59,181 
Fixed Assets and intangible assets                                   432,567     355,304 
Other assets                                                         275,800     334,671 
 minus general provision, penalty and interest provision            (46,853)    (46,853) 
Total                                                             11,137,279  10,643,990 
Total Off-balance                                                  1,456,491     461,393 
Market Risk                                                           21,387      21,387 
Operational Risk                                                     517,462     739,231 
Total Amount                                                      13,132,619  11,866,001 
                                                                   31 December 2016 
In thousands of GEL                                           Carrying Value  RW amount 
 
Cash, cash equivalents, Interbank Exposures and Securities         2,397,259   1,086,262 
Gross loans and accrued interests,                                 5,771,369   7,149,145 
Repossessed Assets                                                    46,441      46,441 
Fixed Assets and intangible assets                                   328,184     273,176 
Other assets                                                         647,261     536,747 
 minus general provision, penalty and interest provision            (45,534)    (45,534) 
Total                                                              9,144,980   9,046,237 
Total Off-balance                                                    978,221     352,903 
Market Risk                                                           45,689      45,689 
Operational Risk                                                     403,640     576,628 
Total Amount                                                      10,572,530  10,021,457 
 

Capital adequacy ratio under Basel Capital Accord 1988

The Group and the Bank are also subject to minimum capital requirements established by covenants stated in loan agreements. These requirements include capital adequacy levels calculated in accordance with the requirements of the Basel Accord, as defined in the International Convergence of Capital Measurement and Capital Standards (updated April 1998) and Amendment to the Capital Accord to incorporate market risks (updated November 2005), commonly known as Basel I. The composition of the Group's capital calculated in accordance with Basel Accord is as follows:

 
In thousands of GEL                                               30 June 2017  31 December 2016 
 
Tier 1 capital 
Share capital                                                          524,807           524,778 
Retained earnings and disclosed reserves                             1,065,358           983,387 
Less: Goodwill                                                        (26,892)          (26,892) 
Non-controlling interest                                                 4,558             4,383 
Total tier 1 capital                                                 1,567,831         1,485,656 
 
Tier 2 capital 
Revaluation reserves                                                    61,275            59,240 
General Reserve                                                         93,316            88,300 
Subordinated debt (included in tier 2 capital)                         258,105           323,087 
Subordinated bond (included in tier 2 capital)                          26,577                 - 
Total tier 2 capital                                                   439,273           470,627 
 
 
Total capital                                                        2,007,104         1,956,283 
 
 
Credit risk weighted assets (including off-balance obligations)      7,465,318         7,064,035 
Less: General Reserve                                                (118,812)         (136,721) 
Market Risk                                                             18,005            46,484 
Total Risk-weighted assets                                        7,364,511            6,973,798 
 
Minimum Tier 1 ratio                                              6.4%                      4.0% 
Tier 1 Capital adequacy ratio                                     21.3%                    21.3% 
 
Minimum total capital adequacy ratio                              9.6%                      8.0% 
Total Capital adequacy ratio                                      27.25%                   28.1% 
 
 

Following the Basel I guidelines the General Reserve is defined by the management as the minimum among the following:

a) IFRS provisions created on loans without impairment trigger event;

b) 2% of loans without impairment trigger event;

c) 1.25% of total RWA (Risk Weighted Assets).

The breakdown of the Group's assets into the carrying amounts and relevant risk-weighted exposures as of 30 June 2017 and 31 December 2016 provided in the tables below:

 
In thousands of GEL                                                                            30 June 2017 
Risk weighted Exposures                                                                  Carrying Value  RW amount 
 
Cash and other cash equivalents, mandatory cash balances with the NBG, due from other 
 banks, 
 investment securities available for sale                                                     3,197,492    182,752 
Gross loans and accrued interests                                                             7,386,435  5,954,322 
Repossessed assets                                                                              106,506    106,506 
Fixed assets and intangible assets                                                              410,875    383,985 
Other assets                                                                                    379,556    379,556 
Total                                                                                        11,480,864  7,007,121 
Total Off-balance                                                                             1,434,973    458,197 
Less: Loan loss provision minus General Reserve                                               (118,812)  (118,812) 
Market Risk                                                                                      18,005     18,005 
Total Amount                                                                                 12,815,030  7,364,511 
 
 
In thousands of GEL                                                                          31 December 2016 
Risk weighted Exposures                                                                  Carrying Value  RW amount 
 
Cash and other cash equivalents, mandatory cash balances with the NBG, due from other 
 banks, 
 investment securities available for sale                                                     2,762,892    133,527 
Gross loans and accrued interests                                                             7,358,725  5,609,312 
Repossessed assets                                                                               90,873     90,873 
Fixed assets and intangible assets                                                              401,174    374,282 
Other assets                                                                                    373,118    373,118 
Total                                                                                        10,986,782  6,581,112 
Total Off-balance                                                                             1,290,813    482,923 
Less: Loan loss provision minus General Reserve                                               (136,721)  (136,721) 
Market Risk                                                                                      46,484     46,484 
Total Amount                                                                                 12,187,358  6,973,798 
 
   26        Contingencies and Commitments 

Legal proceedings. The Bank is a defendant in a number of legal claims. When determining the level of provision to be set up with regards to such claims, the management seeks both internal and external professional advice. The management believes that the provision recorded in these financial statements is adequate.

Tax legislation. Georgian and Azerbaijani tax and customs legislation is subject to varying interpretations, and changes, which can occur frequently. The management's interpretation of the legislation as applied to the Group's transactions and activity may be challenged by the relevant authorities. Fiscal periods remain open to review by the authorities in respect of taxes for five calendar years preceding the review period. To respond to the risks, the Group has engaged external tax specialists to carry out periodic reviews of Group's taxation policies and tax filings. The Group's management believes that its interpretation of the relevant legislation is appropriate and the Group's tax and customs positions will be sustained. Accordingly, as of 30 June 2017 and 31 December 2016 no provision for potential tax liabilities has been recorded.

Operating lease commitments. Where the Group is the lessee, as of 30 June 2017, the future minimum lease payments under non-cancellable operating leases over the next year amounted to GEL 5,421 thousand (31 December 2016: 5,016 thousand).

Compliance with covenants. The Group is subject to certain covenants primarily related to its borrowings. Non-compliance with such covenants may result in negative consequences for the Group including growth in the cost of borrowings and declaration of default. As disclosed in Note 11, as of 31 December 2016, TBC Kredit had breached certain borrowing covenants agreed with foreign financial institution lenders. The major reason for the breach was drastic devaluation of Azerbaijani Manat in February and December 2015. Apart from this, the Group was in compliance with

all other covenants as of 31 December 2016. In 2017, TBC Kredit was no longer in breach. As of 30 June 2017 the Group was in compliance with all covenants.

Credit related commitments and financial guarantees. The primary purpose of these instruments is to ensure that funds are available to a customer as required. Financial guarantees and standby letters of credit, which represent the irrevocable assurances that the Group will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans. Documentary and commercial letters of credit, that are written undertakings by the Group on behalf of a customer authorising a third party to draw drafts on the Group up to a stipulated amount under specific terms and conditions, are collateralised by the underlying shipments of goods to which they relate or cash deposits and therefore carry less risk than a direct borrowing.

Commitments to extend credit represent unused portions of authorisations to prolong credit in the form of loans, guarantees or letters of credit. With respect to credit risk on commitments to extend credit, the Group is potentially exposed to a loss in an amount equal to the total unused commitments. However, the likely amount of loss is lower than the total unused commitments since most commitments to extend credit are contingent upon customers maintaining specific credit standards. The Group monitors the term to maturity of credit related commitments because longer-term commitments generally have a greater degree of credit risk than shorter-term ones.

Performance guarantees. Performance guarantees are contracts that provide compensation in case of another party fails to perform a contractual obligation. Such contracts do not transfer credit risk. The risk under the performance guarantee contracts is the possibility that the insured event occurs (i.e.: the failure to perform the contractual obligation by another party). The key risks the Group faces are significant fluctuations in the frequency and severity of payments incurred on such contracts, relative to expectations.

Outstanding credit related commitments and performance guarantees are as follows:

 
In thousands of GEL                                                               30 June 2017  31 December2016 
 
Performance guarantees issued                                                          472,748          426,608 
Financial guarantees issued                                                             92,037          116,260 
Undrawn credit lines                                                                   556,715          449,110 
Letters of credit issued                                                                80,612          154,842 
Total credit related commitments and performance guarantees (before provision)    1,202,112     1,146,820 
 
Provision for performance guarantees                                                   (1,986)          (2,635) 
Provision for credit related commitments and financial guarantees                      (7,151)          (8,049) 
 
 
Total credit related commitments and performance guarantees                          1,192,975        1,136,136 
 
 

The total outstanding contractual amount of undrawn credit lines, letters of credit, and guarantees does not necessarily represent future cash requirements, as these financial instruments may expire or terminate without being funded. Non-cancellable commitments as of 30 June 2017 were GEL 208,053 thousand (31 December 2016: GEL 169,831 thousand).

Fair value of credit related commitments and financial guarantees were GEL 7,151 thousand as of 30 June 2017 (31 December 2016: GEL 8,049 thousand). Total credit related commitments and performance guarantees are denominated in currencies as follows:

 
In thousands of GEL    30 June 2017  31 December 2016 
Georgian Lari               489,812           409,498 
US Dollars                  559,851           545,621 
Euro                         74,960           101,892 
Other                        77,489            89,809 
 
 
Total                  1,202,112            1,146,820 
 
 

Capital expenditure commitments. As of 30 June 2017, the Group has contractual capital expenditure commitments amounting to GEL 1,977 thousand (31 December 2016: GEL 5,665 thousand).

   27        Fair Value Disclosures 

(a) Recurring fair value measurements

Recurring fair value measurements are those that the accounting standards require or permit in the statement of financial position at the end of each reporting period. The level in the fair value hierarchy into which the recurring fair value measurements are categorised as follows:

 
                                                             30 June 2017                      31 December 2016 
                                                             Level  Level 2  Level 3  Total    Level  Level 2  Level 3  Total 
In thousands of GEL                                          1                                 1 
Assets AT FAIR VALUE 
FINANCIAL Assets 
Investment securities available for sale 
 
  *    Government notes                                      -      -        -              -  -      1,016    -          1,016 
 
  *    Certificates of Deposits of National Bank of Georgia  -      29,037   -         29,037  -      36,002   -         36,002 
 
  *    Corporate bonds                                       -      271,544  -        271,544  -      150,073  -        150,073 
 
  *    Ministry of Finance Treasury Bills                    -      305,795  -        305,795  -      241,810  -        241,810 
Repurchase receivables 
 
  *    Certificates of Deposits of National Bank of Georgia  -      9,961    -          9,961  -      -        -              - 
Foreign exchange forwards and gross settled currency swaps, 
 included in other financial assets 
 or due from banks                                           -      774      -            774  -      508      -            508 
NON-FINANCIAL Assets 
 
  *    Premises and leasehold improvements                   -      -        267,216  267,216  -      -        229,549  229,549 
 
Total ASSETS RECURRING FAIR VALUE MEASUREMENTS                   -  617,111  267,216  884,327      -  429,409  229,549  658,958 
 
 
Liabilities Carried AT FAIR VALUE 
FINANCIAL liabilities 
 
  *    Interest rate swaps included in other financial 
       liabilities                                           -      560      -            560  -      1,055    -          1,055 
Foreign exchange forwards and gross settled currency swaps, 
 included in other financial liabilities                     -      719      -            719  -      320      -            320 
 
Total Liabilities RECURRING FAIR VALUE MEASUREMENTS          -        1,279        -    1,279  -        1,375        -    1,375 
 
 

There were no transfers between levels 1 and 2 during the six months ended 30 June 2017 (2016: none).

(a) Recurring fair value measurements (continued)

The description of the valuation technique and the description of inputs used in the fair value measurement for level 2 measurements:

 
                                                                  Fair value 
                                                                         31                    Valuation  Inputs 
                                                              30 June    December              technique  used 
In thousands of GEL                                           2017       2016 
 
Assets AT FAIR VALUE 
FINANCIAL Assets 
                                                                                                          Government 
Certificates of Deposits of NBG, Ministry of Finance                                                           bonds 
 Treasury Bills, Government notes, Corporate                                       Discounted cash flows       yield 
 bonds                                                        616,337    428,901                 ("DCF")       curve 
                                                              774        508       Forward pricing using    Official 
                                                                                           present value    exchange 
                                                                                            calculations       rate, 
Foreign exchange forwards and gross settled currency swaps,                                                risk-free 
included in due from banks                                                                                      rate 
 
 
Total ASSETS RECURRING FAIR VALUE MEASUREMENTS                  617,111   429,409 
 
 
LIABILITIES CARRIED AT FAIR VALUE 
FINANCIAL LIABILITIES 
Other financial liabilities 
                                                              560        1,055          Swap model using  Observable 
  *    Interest rate swaps included in other financial                                     present value       yield 
       liabilities                                                                          calculations      curves 
                                                              719        320       Forward pricing using  Official 
  *    Foreign exchange forwards included in other financial                       present value          exchange 
       liabilities                                                                 calculations           rate, 
                                                                                                          risk-free 
                                                                                                          rate 
 
 
Total RECURRING FAIR VALUE MEASUREMENTS at level 2                1,279     1,375 
 
 

There were no changes in the valuation technique for the level 2 and level 3 recurring fair value measurements during the six month period ended 30 June 2017 (2016: none).

For details the techniques and inputs used for Level 3 recurring fair value measurement of (as well as reconciliation of movements in) premises refer to Note 10. The unobservable input to which the fair value estimate for premises is most sensitive is price per square meter: the higher the price per square meter,

the higher the fair value.

(b) Assets and liabilities not measured at fair value but for which fair value is disclosed

Fair values analysed by level in the fair value hierarchy and carrying value of assets not measured at fair value are as follows:

 
                        30 June 2017                                     31 December 2016 
In thousands of GEL     Level 1    Level 2    Level 3    Carrying Value  Level 1  Level 2    Level 3    Carrying Value 
 
Financial Assets 
Cash and cash 
 equivalents            1,219,108  -          -          1,219,108       945,180  -          -          945,180 
Due from other banks    -          41,096     -          41,096          -        24,725     -          24,725 
Mandatory cash 
 balances with the NBG  -          931,654    -          931,654         -        990,642    -          990,642 
Loans and advances to 
customers: 
 
  *    Corporate loans  -          -          2,092,585  2,011,088       -        -          2,085,249  1,972,129 
 
  *    Consumer loans   -          -          1,952,509  1,850,437       -        -          1,877,490  1,798,412 
 
  *    Mortgage loans   -          -          1,740,781  1,723,932       -        -          1,840,981  1,784,832 
 
  *    MSME             -          -          1,609,065  1,588,848       -        -          1,606,448  1,578,329 
Bonds carried at 
 amortised cost         -          395,593    -          389,036         -        377,749    -          372,956 
Investments in leases   -          -          94,774     96,329          -        -          95,907     95,031 
Other financial assets  -          -          88,077     88,077          -        -          94,119     94,119 
NON-FINANCIAL Assets 
Investment properties, 
 at cost                           -          123,864    93,502          -        -          123,852    95,615 
 
 
Total ASSETS            1,219,108  1,368,343  7,701,655  10,033,107      945,180  1,393,116  7,724,046  9,751,970 
 
 
FINANCIAL liabilities 
Due to credit 
 institutions           -          2,309,040  -          2,313,550       -        2,197,016  -          2,197,577 
Customer accounts       -          4,310,222  2,367,626  6,666,413       -        4,002,659  2,463,392  6,454,949 
Debt securities in 
 issue                  -          24,106     -          24,106          -        23,508     -          23,508 
Other financial 
 liabilities            -          118,798    -          118,798         -        49,623     -          49,623 
Subordinated debt       -          388,642    -          390,070         -        369,320    -          368,381 
 
 
Total Liabilities       -          7,150,808  2,367,626  9,512,937       -        6,642,126  2,463,392  9,094,038 
 
 

The fair values in the level 2 and level 3 of fair value hierarchy were estimated using the discounted cash flows valuation technique. The fair value of unquoted fixed interest rate instruments was calculated based on estimated future cash flows expected to be received discounted at current interest rates for new instruments with similar credit risk and remaining maturity. The fair value of investment properties was estimated using market comparatives.

Amounts due to credit institutions were discounted at the Group's own incremental borrowing rate. Liabilities due on demand were discounted from the first date that the Group could be required to pay the amount.

There were no changes in the valuation technique for the level 2 and level 3 measurements of assets and liabilities not measured at fair values in the six months ended 30 June 2017 (2016: none).

   28        Related Party Transactions 

Pursuant to IAS 24 "Related Party Disclosures", parties are generally considered to be related if the parties are under common control or one party has the ability to control the other or it can exercise significant influence over the other party in taking financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. Parties with more than 10% of ownership stake in the TBCG or with representatives in the Board of Directors are considered as Significant Shareholders. The key management personnel include members of TBCG's Board of Directors, the Management Board of the Bank and their close family members.

Transactions between TBC Bank Group PLC and its subsidiaries also meet the definition of related party transactions. Where these are eliminated on consolidation, they are not disclosed in the Group Financial Statements.

As of 30 June 2017, the outstanding balances with related parties were as follows:

 
In thousands of GEL                                               Significant shareholders  Key management personnel 
 
Gross amount of loans and advances to customers (contractual 
 interest rate: 7.5 - 23%)                                                             193                     6,676 
Impairment provisions for loans and advances to customers                                -                        20 
Derivative financial liability                                    1,263                     - 
Customer accounts (contractual interest rate: 0 - 11.8 %)                           47,296                    13,039 
Guarantees                                                                          17,628                     1,157 
Provision on guarantees                                                                 66                         5 
 
 

The income and expense items with related parties except from key management compensation during 30 June 2017 were as follows:

 
In thousands of GEL                                               Significant shareholders  Key management personnel 
 
Interest income                                                                          9                       199 
Interest expense                                                                       128                       228 
Gains less losses from trading in foreign currencies                                    91                        18 
Foreign exchange translation gains less losses                                        (48)                     (459) 
Fee and commission income                                                               75                        44 
Fee and commission expense                                                               -                         - 
Administrative and other operating expenses (excluding staff 
 costs)                                                                                 47                       171 
Net loss on derivative financial instruments                                            38                         - 
 
 

The aggregate loan amounts advanced to, and repaid, by related parties during 30 June 2017 were as follows:

 
In thousands of GEL                                     Significant shareholders  Key management personnel 
 
Amounts advanced to related parties during the period                        232                       970 
Amounts repaid by related parties during the period                        (899)                   (1,647) 
 
 

As of 31 December 2016, the outstanding balances with related parties were as follows:

 
In thousands of GEL                                               Significant shareholders  Key management personnel 
 
Gross amount of loans and advances to customers (contractual 
 interest rate: 6.3 - 20%)                                                             900                     7,612 
Impairment provisions for loans and advances to customers                                2                        26 
Derivative financial liability                                    1,055                     - 
Due to credit institutions (contractual interest rate: 5.7 - 9.7 
 %)                                                               257,403                   - 
Customer accounts (contractual interest rate: 0 - 13.5 %)                           38,982                    14,548 
Guarantees                                                        28,509                    - 
Provision on guarantees                                           192                       - 
 
 

The income and expense items with related parties except from key management compensation during 30 June 2016 were as follows:

 
In thousands of GEL                                               Significant shareholders  Key management personnel 
 
Interest income                                                                        143                       160 
Interest expense                                                                     9,332                       249 
Gains less losses from trading in foreign currencies                                    65                       (3) 
Foreign exchange translation gains less losses                                       (445)                      (68) 
Fee and commission income                                                               16                         9 
Fee and commission expense                                                             287                         - 
Administrative and other operating expenses (excluding staff 
 costs)                                                                                  -                       167 
Net loss on derivative financial instruments                                           472                         - 
 
 

Aggregate amounts of loans advanced to and repaid by related parties during the six months ended 30 June 2016 were as follows:

 
In thousands of GEL                                     Significant shareholders  Key management personnel 
 
Amounts advanced to related parties during the period                      2,033                     6,059 
Amounts repaid by related parties during the period                      (4,900)                   (2,730) 
 
 

The compensation of the TBCG Board of Directors and the Bank's Management Board is presented below:

 
                                                    Expense over the six months ended      Accrued liability as of 
In thousands of GEL                                     30 June 2017      30 June 2016  30 June 2017  31 December 2016 
 
Salaries and bonuses                               6,709              6,002             186           - 
Cash settled bonuses related to share-based 
 compensation                                      1,953              1,696             7,884         10,715 
Equity-settled share-based compensation            4,338              4,946             -             - 
 
 
Total                                              13,000             12,644            8,070         10,715 
 
 

Included in salaries and bonuses for six months ended 30 June 2017 GEL 937 thousand relates to compensation for directors of TBCG paid by TBC Bank Group PLC (six months ended 30 June 2016: nil).

[1]Excluding one-off items

(1) Excluding one-off items

[2] Market share figures are based on data from the National Bank of Georgia (NBG). NBG includes interbank loans for calculating market share in loans

(1) Excluding one-off items

[3] Or by 13.0% at a constant currency rate. The growth rates are calculated without the Credo Bank effect

[4] Number of active products divided by number of active customers.

[5] Inflation excluding prices of energy, food and administered prices

[6] Based on the consumer and business confidence indices of ISET-PI

[7] TBC Bank Group PLC became the parent company of JSC TBC Bank on 10 August 2016

[8] Cross-sell ratio is defined as the number of active products divided by the number of active customers

[9] based on internal methodology per local accounting standards

[10] Per updated internal methodology in line with Basel 2014 guidelines

[11] Inflation excluding prices of energy, food and administered prices

[12] Estimated growth figures for Q2 2017 nominal GDP

[13] Based on the consumer and business confidence indices of ISET-PI

This information is provided by RNS

The company news service from the London Stock Exchange

END

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