- Part 3: For the preceding part double click  
  ID:nRSL6345Ob
  5 118       5 498       -380    -6,91%   Revenues on Equity participations                                        435         365         70      19,18%   TOTAL                                                                    9 557       10 235      -678    -6,62%    This decrease was due primarily from affiliated companies dividends for TND 380 thousand and interest and income frominvestment securities for TND 368 thousand.  VII- 2.  Banking operating expenses  This heading amounted to TND 7 621 thousand grew between December 2010 and December 2011 from TND 123 355 thousand to TND130 976, thus an increase of 6,18% or TND 7 621 thousand These banking operating expenses mainly consist of the following:   Interests and similar charges;   Commissions paid;  VII-2-1. Interest and similar charges:  Interests and similar charges amounted to TND 127 821 thousand as at December 31st, 2011 as compared to TND 119 201 as atDecember 31st, 2010, recording an increase of TND 8 620 thousand or 7,23%. This evolution is detailed as follows:   ITEMS                                      31/12/2011  31/12/2010  Change  In %       Interests on ordinary accounts (banks)     544         591         -47     -7,95%     Interests on interbank borrowing accounts  469         11          458     4163,64%   Interests on customer deposits             102 968     109 318     -6 350  -5,81%     Interests on bonds and subordinated loans  3 592       4 833       -1 241  -25,68%    Interests on special resources             3 320       3 268       52      1,59%      Other interests and charges                16 928      1 180       15 748  1334,58%   TOTAL                                      127 821     119 201     8 620   7,23%       VII-2-2.  Commissions Paid  Commissions paid decreased from TND 4 154 thousand as at December 31st, 2010, to TND 3 155 thousand as at December 31st,2011, a drop of 24,05% or TND 999 thousand. This change is detailed as follows:   ITEMS                                           31/12/2011  31/12/2010  Change  In %      Commissions on cash and interbank transactions  312         291         21      7,22%     Commissions on customer transactions            571         985         -414    -42,03%   Commissions on financial services               2 184       2 802       -618    -22,06%   Commissions on other transactions               88          76          12      15,79%    TOTAL                                           3 155       4 154       -999    -24,05%    VII- 3. Provision charge and value adjustments for loan losses, off-balance sheet items and liabilities  This heading amounted to TND 61 674 thousand as at December 31st, 2011, detailed as follows:   - Provision charge for doubtful loans  99 046    Whose collective provisions            24 700    - Loan write-off                       2 914     - Provision recovery                   -39 654   - Recoveries on bad debts write-off    -632       The evolution between December 31st, 2010 and December 31st, 2011 is detailed as follows:   ITEMS                                                  31/12/2011  31/12/2010  Change   In %      Provision charge for doubtful loans                    70 397      56 395      14 002   24,83%    Provision charge for contingencies and expenses        28 649      34 367      -5 718   -16,64%   Total provision                                        99 046      90 762      8 284    9,13%     Bad debt write-off                                     2 914       16 247      -13 333  -82,06%   Total provisions and write-off                         101 960     107 009     -5 049   -4,72%    Recovery on provisions for doubtful loans              -36 244     -37 605     -1 361   3,62%     Recovery on provisions for contingencies and expenses  -3 410      -3 917      -507     12,94%    Total recoveries                                       -39 654     -41 522     1 868    -4,50%    Recoveries on bad debts write-off                      -632        -130        -502     386,15%   Total recoveries on provisions and bad debt write-off  -40 286     -41 652     -1 366   3,28%     Net loss                                               61 674      65 357      -3 683   -5,64%     VII- 4. Provision charge and value adjustments on investment portfolio  This heading showed a net loss of TND 3 296 thousand as at December 31st, 2011 detailed:   - Provision                 4 463     - Expenses and loss         497       - Capital gain on disposal  4 321     - Provision recovery        (4 669)   - Gains on sale             (1 316)    The evolution between December 31st, 2010 and December 31st, 2011 is detailed as follows:   Items                                                    31/12/2011  31/12/2010  Change  In %       Provision charge on equity securities and managed funds  2 455       2 092       363     17,35%     Provision charge on shares of affiliated companies       2 008       309         1 699   549,84%    Total allocations                                        4 463       2 401       2 062   85,88%     Less gain on sale of investment securities               4 321       114         4 207   3690,35%   Charges and losses on securities                         497         383         114     29,77%     Total expenses and losses                                4 818       497         4 321   869,42%    Total depreciation and losses                            9 281       2 898       6 383   220,26%    Reversal of provisions for equity                        4 669       1 059       3 610   340,89%    Gain from the sale of equity securities                  1 316       8 031       -6 715  -83,61%    Total gains                                              5 985       9 090       -3 105  -34,16%    Net loss                                                 3 296       -6 192      9 488   -153,23%    VII- 5. Other operating income  The volume of this heading which includes rental revenues and interests on loans to personnel went up between December 2010and December 2011 from TND 3 319 thousand to TND 3 760 thousand as at December 31, 2010, thus an increase of 13,29% or TND441 thousand.  VII- 6.  Personnel expenses  Personnel expenses reported 18,44% increase or TND 22 173 thousand between December 2010 and December 2011 due to the risein salaries, social security costs and other staff expenses.  VII- 7.  General operating expenses  This heading showed an increase of TND 5 144 thousand between December 2010 and December 2011 due to the increase innon-banking operating expenses TND 1 847 thousand and the rise in other general operating expenses TND 3 297 thousand.  VII- 8.  Depreciation allowance  This heading totaled TND 14 963 thousand as at December 31st, 2011, broken down as follows:   ITEMS                                              31/12/2011  31/12/2010  Change  In %      Depreciation allowance of intangible fixed assets  1111        788         323     40,99%    Depreciation allowance of tangible fixed assets    10 574      11 537      -963    -8,35%    Amortization charge of differed expenses           3 254       3 390       -136    -4,01%    Depreciation adjustment                            -1          -480        479     -99,79%   Provision charge on real estate                    25          174         -149    -85,63%   Total annual allowance                             14 963      15 409      -446    -2,89%     VII- 9. Net profit / loss on other ordinary items  This heading amounts TND 586 thousand. The balance of this heading was mainly attributable to capital gains on disposal offixed assets to the extent of TND 397 thousand, offset by capital losses on disposal of fixed assets to the extent of TND 9thousand and other losses to the extent of TND 211 thousand.  VII- 10. Corporate income tax  Corporate income tax amounts TND 31 593 thousand as at December 31st, 2011 as compared to TND 26 809 thousand as atDecember 31st, 2010, recording an increase of TND 4 784 thousand.  NOTE VIII:  COLLECTION PORTFOLIO  The value of checks, bills and other similar values held by the bank on behalf of third parties, awaiting collectionamounted to TND 251 825 thousand as at December 31 st, 2011. Pursuant to the provisions of banking accounting standards,these values were not reported on the balance sheet.  NOTE IX:  CASH FLOW STATEMENT  (The figures are expressed in TND thousand).  IX- 1. Impact of the change in exchange rate on cash  and cash equivalents  The development of exchange rates of foreign currencies quoted by t
he Central Bank of Tunisia that were used to translateinto Tunisian dinar our foreign currency deposits and assets as reported in the financial statements as at December 31st,2011 generated a positive impact on cash and cash equivalents for an amount of  TND 13 291 thousand.  This change is mainly due from the following headings:   Customer deposits               18 433    Banks' deposits                 (59)      Customer Loans and advances     (6 231)   Amounts paid to other payables  111       Other cash flows                1 037                                     13 291     IX- 2.  Cash and cash equivalents  This heading consists mainly of dinar and foreign currency cash in hand, balance with Tunisian Central Bank and post officeaccounts, net demand assets with banks, interbank loans and borrowings for less than a three month period and tradingsecurities portfolio.  These cash and cash equivalents went down from TND 1 685 144 thousand as at December 31st, 2010 to TND 1 085 664 thousandas at December 31st, 2011, thus a decrease of 35,57% or TND 599 480 thousand.   ITEMS                                         31/12/2011  31/12/2010  Change    In %      CASH POSITION (TND)                           87 504      370 625     -283 121  -76,39%   CASH ON HAND                                  39 776      42 499      -2 723    -6,41%    CORRESPONDANT BANKS (DEBTOR)                  32 855      209 098     -176 243  -84,29%   CORRESPONDANT BANKS (CREDITOR)                -27 862     -26 281     -1 581    6,02%     PLACEMENT                                     41 000      144 000     -103 000  -71,53%   CASH EQUIVALENT (DEBTOR)                      1 967       1 490       477       32,01%    CASH EQUIVALENT (CREDITOR)                    -232        -181        -51       28,18%    CASH POSITION (FOREIGN CURRENCY)              858 130     1 020 923   -162 793  -15,95%   CASH ON HAND                                  9 390       10 412      -1 022    -9,82%    CORRESPONDANT BANKS (DEBTOR)                  30 018      13 808      16 210    117,40%   CORRESPONDANT BANKS (CREDITOR)                -12 414     -1 863      -10 551   566,34%   PLACEMENT                                     831 136     998 566     -167 430  -16,77%   TRADING SECURITIES                            633 268     559 663     73 605    13,15%    BORROWINGS IN FOREIGN CURRENCY                -14 926     -15 891     965       -6,07%    BORROWINGS IN DINARS                          -360 000    0           -360 000  -         PLACEMENT WITH A MATURITY EXCEEDING 3 MONTHS  -118 312    -250 176    131 864   -52,71%   CASH AND CASH EQUIVALENT                      1 085 664   1 685 144   -599 480  -35,57%                                                                                              NOTE X:  RELATED PARTY TRANSACTIONS  1.  In 2003, BIAT reached three exclusive depository agreements of securities and funds of SICAV PROSPERITY, SICAV TRESORand SICAV OPPORTUNITY. Under the provisions of these agreements,  services delivered by BIAT shall be remunerated at theconditions summarized in the following table:  In April 2010, the SICAV Treasury was approached by BIAT to amend deposit agreement reached in 2003.                      Beginning of the agreement                                     Duration           BIAT Remuneration                     SICAV TRESOR       March 8th, 2003                                                5 years renewable  0,2% all tax included of net assets   April 1st, 2010    0,35% all tax included of net assets starting 1st April, 2010   SICAV OPPORTUNITY  March 8th, 2003                                                5 years renewable  0,3% all tax included of net assets   SICAV PROSPERITY   March 8th, 2003                                                5 years renewable  0,2% all tax included of net assets    2.  In 2003, BIAT reached a tripartite agreement regarding the marketing of SICAV PROSPERITY, SICAV TRESOR and SICAVOPPORTUNITY securities with these three companies and a management company "BIAT ASSETS MANAGEMENT". Under this agreement,BIAT ASSETS MANAGEMENT shall be in charge of the marketing of the securities of these three companies with the clients.  No commissions shall be due by the SICAV to BIAT in   remuneration of the securities commercialization.  3.  BIAT reached in 2006 with BIAT ASSETS MANAGEMENT an agreement of exclusive depository of securities and funds belongingto the Joint Investment Fund or "Fonds Commun de Placement en Valeurs  Mobilires" "FCP-EPARGNE ACTIONS". The conditionsare summarized in the following table:                             Beginning of the agreement  Duration           BIAT Remuneration                     FCP BIAT EPARGNE ACTIONS  November 24th, 2006         5 years renewable  0,1% all tax included of net assets    4.  In 2009, BIAT reached an agreement of exclusive depository of securities and funds of "SICAV PATRIMOINE OBLIGATAIRE".Under the provisions of these agreements, services delivered by BIAT shall be summarized as follows:                                 Beginning of the agreement  Duration          BIAT Remuneration                     SICAV PATRIMOINE OBLIGATAIRE  October 13th, 2009          1 year renewable  0,1% all tax included of net assets                                                                               Minimum : TND 5 000                                                                                               Maximum: TND20 000                     5.  BIAT reached in 2009 a commercialization agreement of SICAV PATRIMOINE OBLIGATAIRE securities. No commissions shall bedue by the SICAV to BIAT in remuneration of the securities commercialization.  6.  BIAT reached in 2004 a management agreement with SICAR AVENIR, under which BIAT shall provide to SICAR AVENIRassistance and advice. In remuneration for this service, BIAT shall receive an annual lump payment of TND 50 000 all taxincluded.  7.  BIAT reached management agreements of venture capital funds with SICAR AVENIR. The volume of managed funds, totallypaid up by BIAT is summarized as follows:   Year  Amount of totally paid up managed funds (TND thousand)  Return on participations accruing to BIAT  Return on remaining available amounts accruing to BIAT  SICAR AVENIR remuneration: Management fees to be paid by BIAT                                                                    2006  5 000 000                                               MMR +0,5%                                  MMR -1%                                                 1% per annum - tax excluded - on the initial amount of the fund. Beyond 5 years, 1% per annum of the fund's remaining balance.   2007  9 000 000                                               MMR +0,5%                                  MMR -1%                                                 Idem                                                                                                                             2008  14 250 000                                              MMR +0,5%                                  MMR -1%                                                 Idem                                                                                                                             2009  3 000 000                                               Best possible return                       MMR -1%                                                 Idem                                                                                                                              In addition, BIAT and SICAR AVENIR, recently designated "BIAT CAPITAL RISQUE" many agreements of venture capital funds. Thefollowing table summarizes the main terms and conditions of the management agreement:   Year           Amount      Return on participations accruing to BIAT                                                      SICAR AVENIR remuneration: Management fees to be paid by BIAT                                                                                                                                                                                         2010*          10 000 000  Best possible return on participations financed by the fund until its total repayment to BIAT  - 0,5% per annum - tax excluded - on the amounts placed during the lock up period.                                                                                                                                                                                                                                                                                              - 1,75% p
er annum - tax excluded - on invested amounts between the fund's payment date and the end of the 7th year following that of payment. Beyond the lock up period, fees will be paid in arrears on the balance.                                                                                                                                                           - 1% per annum - tax excluded - on invested amounts between the 7th year and 10th year following payment of the fund. In addition, SICAR AVENIR is entitled to a performance fee if it reaches a return exceeding the average money market rate.      April  2011    10 000 000  Idem                                                                                           Idem                                                                                                                                                                                                                                                                  December 2011  12 000 000  Idem                                                                                           Idem                                                                                                                                                                                                                                                                   *revised by an amendment in May 2011  8.  BIAT reached in 2004 an agreement for the collection of stock exchange orders with BIAT CAPITAL "former FINANCIERE DEPLACEMENT ET DE GESTION "FPG". This agreement provides that brokerage commissions on any transaction executed by BIATCAPITAL on behalf of BIAT or its clients shall be broken down as follows:   Type of fee                                                                            BIAT remuneration      BIAT CAPITAL remuneration       Brokerage fees on transactions executes on the stock exchange central market           50% accruing to BIAT   50% accruing to BIAT CAPITAL    Brokerage fees on transactions executes on the stock exchange over the counter market                         100% accruing to BIAT CAPITAL   Any commission levied on BIAT CAPITAL own clients                                                             100% accruing to BIAT CAPITAL   Any commission levied on BIAT own clients                                              100% accruing to BIAT                                   9.    In 2007, BIAT reached an "employee loan" agreement with BIAT CAPITAL enabling full time employees of FPG to haveeasier access to certain loan offers under special conditions.  10.  In 2006, BIAT reached an agreement with TUNISIE TITRISATION providing for the formation of a Securitization SpecialPurpose Vehicle "FCC BIAT-CREDIMMO 1", a joint property with the exclusive purpose of acquiring real estate loans grantedby the assignor (BIAT) to individuals in view of issuing securities representing the loans.  The issue initial total price amounted to TND 50 thousand, and loans sold by BIAT to the said SPV represented by TUNISIETITRISATION reached an outstanding balance of TND 50 019 thousand.  In addition, total subscriptions by BIAT to this SPV amounted as at December 31st, 2011 to TND 2 163 448 thousand brokendown as follows:   Year  Category P1 securities (Senior Units) - TND  Subordinated Units - TND  Residual Units - TND  Total - TND   2011  144 737                                      500 000                   1 518 711             2 163 448      11.    In 2007, BIAT reached an agreement with TUNISIE TITRISATION providing for the formation of a Securitization SpecialPurpose Vehicle "FCC BIAT-CREDIMMO 2", a joint property with the exclusive purpose of acquiring real estate loans grantedby the assignor (BIAT) to individuals in view of issuing securities representing the loans.  The issue initial total price amounted to TND 50 000 thousand, and loans sold by BIAT to the said SPV represented byTUNISIE TITRISATION reached an outstanding balance of TND     50 003 thousand.  In addition, total subscriptions by BIAT to this SPV amounted as at December 31st, 2011 to TND 6 599 582 broken down asfollows:   Year  Category P1 securities (Senior Units) - TND  Category P2 securities - TND  Category P3 securities - TND  Subordinated Units - TND  Residual Units - TND  Total - TND   2011  1 146 292                                    2 100 000                     850 000                       1 000 000                 1 503 290             6 599 582      12.  BIAT entered into assistance and consultancy agreement with LA PROTECTRICE, a company specialized in research,consultancy and brokerage in insurance and reinsurance business. The charge incurred by BIAT in connection with thisagreement amounts by year to TND 20 000, free of taxes.  13.  BIAT has entered since 2004 into the following insurance agreements with the company ASSURANCES BIAT - through LAPROTECTRICE Company. The Bank incurred for 2011 the following expenses:   Nature                                                          Insurance expense (TND)   Civil liability insurance                                       37 655                    Life insurance "family protection"                              116 002                   Personal accident insurance                                     90 153                    Insurance "Assistance abroad for Visa Premier Cards"            870 815                   "Bank global theft" insurance                                   234 322                   Insurance against theft and loss of payment cards               228 113                   "fire and related risks" insurance                              178 631                   Comprehensive insurance on computers                            33 022                    Car fleet insurance                                             54 213                    Insurance "BIAT TRAVEL assistance"                              11 764                    Insurance for the coverage of the death of credit card holders  785                        14.  In 2005, BIAT entered into an agreement with Compagnie Internationale Arabe de Recouvrement "CIAR" for the assistancein debt collection.  Under this agreement, CIAR shall provide BIAT with assistance in out-of-court collection of debtwithin the limits and in respect of the regulation in force. In remuneration of the delivered service, CIAR shall receive a10% commission - tax free - on the collected amount.  15.  In 2009, BIAT reached an agreement with "Organisation et Services Informatiques" OSI that provides for thereimbursement by BIAT to OSI of the rents and related charges paid by the latter to account for the premises used by BIAT'sunits.  The agreement covered one-year period. In this regard, the total charge for 2011 financial year amounted to TND 30 236,free of taxes  16.  BIAT reached in 2009 with "CIAR" a rental agreement of the villa located 7, Alain Savary street, Tunis, summarized asfollows:   Number       Starting period    Duration           Annual rent tax-free (TND )  Increase rate   Agreement 1  January 1st, 2010  2 years renewable  47 000                       5%               17.  In 2009, BIAT reached a rental agreement with "Socit de Ple de Comptitivit Monastir Elfejja" under which it shallprovide the said company with a part of a building it owns located on the main avenue of Berges du Lac 1.   Number       Starting period    Duration           Annual rent tax-free (TND )  Increase rate   Agreement 1  October 1st, 2009  2 years renewable  63 000 *                     5%               * The annual rent was revised in 2011 (amendment) due to reduction of the area leased.  18.  In 2009, BIAT reached a rental agreement with "Socit Tanit International" under which it shall provide the saidcompany with the necessary premise for the conduct of its business, which is part of a building it owns located on the mainavenue of Berges du Lac 1.   Number       Starting period    Duration           Annual rent tax-free (TND)  Increase rate   Agreement 1  October 1st, 2009  2 years renewable  83 250                      5%               19.  In 2010, BIAT reached a rental agreement with "Socit de Promotion Immobilire de Tunisie" under which it shallprovide this company the necessary premise for the conduct of its business, which is part of a building located on the mainavenue of "Berges du Lac 1" Tunis.   Number       Starting period    Duration           Annual rent tax-free (TND)  Increase rate   Agreement 1  January 1st, 2010  2 years renewable  22 050 *                    5%             
  *The annual rent was revised in 2011 (amendment) due to reduction of the area leased.  20.    In 2010, BIAT reached a rental agreement with "Socit ORANGE TUNISIE" under which it shall hire the whole premiseon the ground floor of the building located Avenue Habib Bourguiba - El Kram.   Number       Starting period  Duration           Annual rent tax-free (TND)  Increase rate                  Agreement 1  April 1st, 2010  3 years renewable  30 804                      5% starting the second  year    21.  In 2010, BIAT reached a rental agreement with "Socit ORANGE TUNISIE" under which it shall hire the whole premise onthe ground floor of the building located rue Moncef Bey - Bizerte.   Number       Starting period     Duration           Annual rent tax-free (TND)  Increase rate   Agreement 1  December 1st, 2010  3 years renewable  31 725                      5%               22.  BIAT put at the disposal of Socit de Promotion Touristique Mohamed V employees that have participated in theconstruction project of hotels in downtown Tunis. The charge to be re-invoiced by BIAT to Socit de Promotion TouristiqueMohamed V totaled TND 135 000, free of taxe for financial year 2011.  23.  In 2011, the BIAT concluded with "BIAT CAPITAL RISQUE" a rental agreement under which it shall hire  a set  officesrequired for the exercise of its activity, part of the building to the main boulevard rue Les Berges du LAC1 , whose detailis summarized thus:   Number       Starting period  Duration           Annual rent tax-free (TND)  Increase rate   Agreement 1  July 1st, 2011   2 years renewable  33 300                      5%               24.  BIAT concluded in 2011, with three of its subsidiaries an agreement for accounting and administrative assistance  ,these subsidiaries are as follows:  - SICAF BIAT ;  - SGP ;  - TAAMIR ;  - OSI ;  - SALLOUM.  In return for this mission, BIAT receives from each subsidiary an annual amount of TND 19 800, free taxes. This amount isrevised annually based on actual expenses incurred by BIAT.  25.  BIAT concluded in 2011 with CIAT "Compagnie Internationale Arabe de Tunisie" an agreement for putting at dispositionfor this company premises and logistics. In consideration of this service, BIAT receives an annual sum of TND 7 200, freeof taxes.  26.  BIAT concluded with the company "Assurances BIAT" a sublease under which it makes available a room called the"Commercial 2" with a total area of ??approximately 145 m2 and located on the ground floor of the building  DIAR El ONS,at Les Berges du Lac2 - Tunis .  The annual rent is fixed at:  - TND 125, free of taxes per m excluding taxes for the period of the lease from January 1st, 2010 to April 30th, 2010, thesum of TND 6 042, free of taxes;  - TND 137.5, free of taxes per m excluding taxes for the period of the lease from May 1st, 2010 to April 30th, 2011, thesum of TND 19 937, free of taxes;  - TND 147.5, free taxes per m excluding taxes for the period of the lease from May 1st, 2011 to April 30th, 2012, the sumof TND 21 387, free of taxes.  An annual increase of 5% non-cumulative rent will be applied from May 1st, 2012.  This sublease is granted for a fixed term beginning on January 1st, 2010 and ending April 30th, 2014 and it is renewablefrom year to year by tacit agreement.  Banque Internationale  Arabe de Tunisie BIAT Group  Consolidated Financial Statements  as at December 31, 2011  As approved by the Annual General Meeting dated June 29, 2012  STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31ST, 2011  To the shareholders  of Banque  Internationale Arabe de Tunisie BIAT  In compliance with the assignment entrusted to us by your Annual General Meeting dated May 28th, 2010, we are pleased topresent to you our report on the audit of  the consolidated financial statements of GROUP BANQUE INTERNATIONALE ARABE DETUNISIE (BIAT) for the financial year ended December 31st, 2011, as attached to the present report showing a totalfinancial position of TND 8 045 274 thousand and a net income of TND 43 626 thousand as well as the examinations andspecific information provided for by law, the regulation in force and professional standards.  We have audited the accompanying consolidated financial statements of BANQUE INTERNATIONALE ARABE DE TUNISIE "BIAT",including the consolidated balance sheet drawn up as at December 31st, 2011 as well as the consolidated off-balance sheetitems, the consolidated statement of income, the consolidated cash flows statement and the notes to the financialstatements including a summary of the main accounting methods and other explanatory notes.  Management'sResponsibility in the preparation and presentation of financial statements  The Bank's management is responsible for the preparation and fair presentation of consolidated financial statements inaccordance with Tunisian accounting standards. This responsibility includes designing, implementing and maintaininginternal control relevant to the preparation and fair presentation of financial statements that are free from materialmisstatement, whether due to fraud or error, as making accounting estimates that are reasonable to circumstances.  Auditor's Responsibility  The consolidated financial statements were prepared by your board of directors. Our responsibility is to express an opinionon these financial statements based on our audit.  We conducted our audit in accordance with the Auditing Standards applicable in Tunisia. Those standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financialstatements are free from material misstatements.  An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidatedfinancial statements. The procedures selected depend on the auditor's judgment; including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the entity's preparation and fair presentation of the financial statementsin order to design audit procedures that are appropriate in the circumstances, and not for the purpose of expressing anopinion on the effective functioning of the entity's internal control.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.  Opinion  In our opinion, the consolidated financial statements give a true and fair view andpresent fairly, in all materialrespects, the financial position of GROUP BANQUE INTERNATIONALE ARABE DE TUNISIE (BIAT), as at December 31st, 2011, as wellas the result of its operations and its cash flows for the year then ended, in accordance with the generally acceptedauditing standards in Tunisia.  Emphasis of Matter  We draw your attention on the note II.7.2  Collective Provisions  to the consolidated financial statements describingthat in 2011 and following the events experienced by the country during the period post revolution, provisioning rulesenacted by the circular n 91-24 dated December 17th, 1991, were adjusted through the circular n2011-04 dated April12th,2011 concerning support contingency measures support to economic enterprises impacted by the events' consequences andcircular n 2012-02 dated January 11th, 2012, completed by notes to credit institutions n2012-08 dated March 2th, 2012,regarding the assessment of commitments in the context of these measures.  In accordance of the new provisions, the commitments to customers benefiting of support measures, have been maintained ascurrent assets and those requiring special monitoring.  In the meanwhile, a collective provision was booked by retaining the result of the exercise to cover latent risks on allassets and interests attached which payment has not been effected, have been reserved.  The application of circular n 2012-02, had the effect to increase provisions in covering customer credits risks of TND 24700 thousand under provision called  collectives , reduce income of TND 4 746 thousand in respect of interest reservesand even affect the results of the exercise of the two amounts. Our opinion does not include reserves on this issue.  Specific verification
s  We have also performed, according to the profession's standards, the specific verifications required by law.  Based on these verifications, we have no observations to raise on the sincerity and consistency with the financialstatements of the accounting information given in the Management Report of the Board of Directors.  In conducting our audit, we have also examined the internal control procedures relating to the accounting information'sprocess and to the preparation of the consolidated financial statements. In accordance with the provisions of article 3(new) of law 94-117 dated November 14th, 1994 as amended by law 2005-96 dated October 18th, 2005, we did not notice, basedon our examinations, the existence of material weaknesses that could impact our above-expressed opinion on the consolidatedfinancial statements.  Tunis, May 21st, 2012  The Statutory auditors   Les commissaires aux comptes associs M.T.B.F  ECC MAZARS                    Ahmed BELAIFA                                  Mohamed Ali ELAOUANI CHERIF    CONSOLIDATED FINANCIAL STATEMENTS  Consolidated Balance Sheet  As at December 31st, 2011  (TND thousands)                                                                                      Note   31/12/2011  31/12/2010  Change    In %        ASSETS                                                                                                                                  Cash in hand, Balance at Central Bank, Post office accounts and Tunisian treasury  IV-1   109 986     272 838     -162 852  -59,69%     Due from banks and financial institutions                                          IV-2   990 096     1 254 300   -264 204  -21,06%     Customer loans                                                                     IV-3   4 807 527   3 978 240   829 287   20,85%      Commercial securities portfolio                                                    IV-4   1 474 281   1 226 629   247 652   20,19%      Investment portfolio                                                               IV-5   126 285     123 484     2 801     2,27%       Fixed assets                                                                       IV-6   264 054     235 448     28 606    12,15%      Other assets                                                                       IV-7   273 045     192 963     80 082    41,50%      TOTAL ASSETS                                                                              8 045 274   7 283 902   761372    10,45%                                                                                                                                              LIABILITIES                                                                                                                             Tunisian Central Bank and post office                                              V-1    3 416       2 097       1 319     62,90%      Due to banks and financial institutions                                            V-2    417 722     93 707      324 015   345,77%     Customer deposits                                                                  V-3    5 661 815   5 414 062   247 753   4,58%       Borrowings and special resources                                                   V-4    134 419     152 898     -18 479   -12,09%     Other liabilities                                                                  V-5    429 059     299 032     130 027   43,48%      TOTAL LIABILITIES                                                                         6 646 431   5 961796    684 635   11,48%      MINORITY INTERESTS                                                                                                                      Share of minority interest in consolidated reserves                                       830 362     772 224     58 138    7,53%                                                                                           Share of minority interest in the consolidated income for the period                      27 821      26 697      1 124     4,21%       TOTAL MINORITY INTERESTS                                                           VI     858 183     798 921     59 262    7,42%       SHAREHOLDERS' EQUITY                                                                                                                    Share capital                                                                             170 000     170 000     0         0,00%       Consolidated reserves                                                              VII-1  321 755     287 783     33 972    11,80%      Other consolidated shareholders' equity                                            VII-1  22          39          -17       -43,59%     Consolidated income carried forward                                                VII-1  5 257       23 523      -18 266   -77,65%     Consolidated net income for the period                                             VII-2  43 626      41 840      1 786     4,27%       TOTAL SHAREHOLDERS' EQUITY CONSOLIDATED                                                   540 660     523 185     17 475    3,34%       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                8 045 274   7 283 902   761 372   10,45%       Consolidated off-balance sheet items  As at December 31st, 2011  (TND thousands)                                           Note  31/12/2011  31/12/2010  Change   In %                                                                                               Contingent  liabilities                                                                                                                                                           Guarantees and endorsements given             974 203     1 051 667   -77 464  -7,37%    a- to banks and financial institutions        321 159     346 493     -25 334  -7,31%    b- to customers                               653 044     701 654     -48 610  -6,93%    c- other                                      -           3 520       -3 520   -100,0%   Letters of credit                             457 427     342 167     115 260  33,69%    a- Given to customers                         329 509     315 105     14 403   4,57%     b- Others                                     127 918     27 062      100 857  372,69%   TOTAL CONTINGENT LIABILITIES                  1 431 630   1 393 834   37 796   2,71%                                                                                              Commitments given                                                                        Financing commitments given                   93 730      98 026      -4 296   -4,38%    To customers                                  93 730      98 026      -4 296   -4,38%                                                                                             Commitments on securities                     4 420       4 930       -510     -10,34%   a- Non paid up participations                 4 290       4 857       -567     -11,67%   b- Securities to be received                  130         72          58       80,56%                                                                                             TOTAL COMMITMENTS GIVEN                       98 150      102 956     -4 806   -4,67%                                                                                             COMMITMENTS RECEIVED                                                                     Guarantees received                           1 760 664   1 342 243   418 421  31,17%                                                                                             TOTAL COMMITMENTS RECEIVED                    1 760 664   1 342 243   418 421  31,17%     Consolidated Income Statement  For the Financial year ended December 31st, 2011  (TND thousands)                                                                                                        Note    Exercise 2011  Exercise 2010  Change   In %                                                                                                                                                                      Banking  operating  income                                                                                                                                     Interest and other similar revenues                                                                  IIX-1   315 854        288 674        27 180   9,42%      Commissions received                                                                                 IIX-2   115 860    
    103 197        12 663   12,27%     Gains on commercial securities portfolio and financial operations                                    IIX-3   112 584        100 396        12 188   12,14%     Investment portfolio revenues                                                                        IIX-4   3 674          4 771          -1 097   -22,99%    Total banking operating income                                                                               547 972        497 038        50 934   10,25%                                                                                                                                                                    Banking  operating  expenses                                                                                                                                   Interests and similar expenses                                                                       IIX-5   -125 493       -115 564       -9 929   8,59%      Losses paid relating to insurance operations                                                         IIX-6   -18 120        -19 180        1 060    -5,53%     Commissions paid                                                                                     IIX-7   -5 362         -4 890         -472     9,65%      Losses on commercial securities portfolio and financial operations                                           -231           -318           87       -27,36%    Total banking operating expenses                                                                             -149 206       -139 952       -9 254   6,61%                                                                                                                                                                     NET BANKING INCOME                                                                                           398 766        357086         41 680   11,67%                                                                                                                                                                    Net provision charge and value adjustments for loan losses, off-balance sheet items and liabilities  IIX-8   -83 960        -77 884        -6 076   7,80%      Net provision charge and value adjustments on investment portfolio                                   IIX-9   -833           8 280          -9 113   -110,06%   Other operating income                                                                               IIX-10  8 665          9 123          -458     -5,02%     Personnel expenses                                                                                   IIX-11  -145 167       -124 410       -20 757  16,68%     General operating expenses                                                                           IIX-12  -50 123        -49 527        -596     1,20%      Depreciation allowance on fixed assets                                                               IIX-13  -21 680        -20 542        -1 138   5,54%                                                                                                                                                                     Operating  income                                                                                            105668         102126         3 542    3,47%                                                                                                                                                                     Net gain (loss) on ordinary items                                                                            595            -3 748         4 343    -115,88%   Corporate income tax                                                                                 IIX-14  -35 329        -30 915        -4 414   14,28%                                                                                                                                                                    Income from  ordinary  operations                                                                            70 934         67463          3 471    5,15%                                                                                                                                                                     Net gain (loss) on extra-ordinary items                                                                      26             0              26       -          Share of Minority interests in the consolidated income                                                       27 821         26 697         1124     4,21%      Group's share in the consolidated income                                                                     487            1 074          -587     -54,66%    NET INCOME FOR THE PERIOD                                                                                    43 626         41 840         1 786    4,27%       Consolidated Cash Flow Statement  For the Financial year ended December 31st, 2011  (TND thousands)                                                                                   Note  Exercise 2011  Exercise 2010                                                                                                                        OPERATING ACTIVITIES                                                                                                 Banking operating revenues received  (excluding investment portfolio revenues)        547 282        474 399         Banking operating charges paid out                                                    -146 233       -137 968        Deposits / Deposit withdrawal with other banks and financial institutions             122 719        52 495          Loans and advances / Repayment of loans and advances extended to customers            -836 678       -439 005        Deposits / Customer deposits withdrawal                                               249 567        192 791         Securities held for sale                                                              -90 004        -49 211         Payments to personnel and other creditors                                             -170 275       -170 889        Other cash flows from operating activities                                            7 740          83 340          Corporate income tax                                                                  -42 516        -18 726         Net  cash  flow  from  operating  activities                                          -358 398       -12 773                                                                                                                              INVESTING ACTIVITIES                                                                                                 Interest and dividends on investment portfolio                                        2 374          2 011           Purchase / Disposal of investment securities                                          2 005          -9 017          Purchase / Disposal of fixed assets                                                   -52 427        -47 945         Net  cash  flow  from  investing  activities                                          -48 048        -54 951                                                                                                                              FINANCING ACTIVITIES                                                                                                 Repayment of bond loans                                                               -19 027        -13 765         Increase \ decrease of special resources                                              -3 045         16 309          Dividends paid                                                                        -43 679        -36 670         Net  cash  flow  from  financing  activities                                          -65 751        -34126                                                                                                                               Net change of cash and cash equivalents during the period                             -472 197       -101 850        Cash and cash equivalents at beginning of period                                      1 718 389      1 820 239                                                                                                                            CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            1 246 192      1  718 389       Notes to the consolidated financial statements  As at December 31st, 2011  NOTE I: GENERAL PRINCIPALE
S  The consolidated financial statements of BIAT group have been prepared in accordance with the accounting principlesprovided for by law  96-112 dated December 30th, 1996 relating to companies' accounting system; and by the Tunisianaccounting principles applicable in the banking industry, and those relating to consolidated financial statements andbusiness combination (accounting standard 35, 36, 37, 38, and 39).  The financial statements are prepared according to the format set by the accounting standard number 21 relating to thepresentation of financial statements of banking institutions.  NOTE II: BASIS OF ACCOUNTING ADOPTED FOR DRAWING UP THE CONSOLIDATED FINANCIAL STATEMENTS  The consolidated financial statements are drawn up as at December 31st, 2011 by applying the provisions and rules providedfor by law 2001-117 dated December 6th, 2001, in particular that supplements the code of commercial companies and by theaccounting principles relating to consolidated financial statements and business combination. Among these rules, thoserelating to the scope of consolidation, consolidation methods, adjustments and eliminations at the drawing up date,corporate income tax and goodwill are described below:  II- 1/ Scope of consolidation  The scope of consolidation includes all companies over which BIAT exercises directly or indirectly via its subsidiariesexclusive control as well as companies over which BIAT exercises significant influence.  II- 2/ Consolidation methods  II-2-1/ full consolidation  Companies over which the Bank exercises exclusive control (percentage control exceeds 40%) and which are engaged in abusiness that represents an extension of the banking business or a related business are consolidated using the fullconsolidation method.  This method consists in replacing the equity participation balance by the corresponding assets, liabilities, charges andrevenues for each consolidated company, while indicating the share of minority interests in consolidated shareholders'equity and in consolidated income for the financial year.  II-2-2 / equity method  Companies over which the Bank exercises significant influence are consolidated using the equity method. Significantinfluence is presumed where the consolidating entity holds 20% or more of voting rights and has the power to participate infinancial and operating policy decisions but not control those policies.  This method consists in replacing the equity participation balance by the Group's share in net assets including net incomefor the financial year of companies accounted for under the equity method.  II- 3/ Adjustments and eliminations  The required adjustments in view of the harmonization of accounting and company valuation methods were made.  Intercompany receivables, payables, commitments, income and expenses were eliminated.  The impact on the consolidated balance sheet, off-balance sheet items and income statement of intercompany transactions waseliminated.  Intercompany dividends, provisions on participations in consolidated companies, and capital gains or losses on the sale ofassets between consolidated companies were also eliminated.  II- 4 / Closing date  The consolidated financial statements have been prepared based on the individual financial statements of Group companiesdrawn up as at December 31st, 2011.  II- 5 / Tax treatments  The consolidated charge of corporate income tax consists of corporate income tax due by Group companies adjusted by theimpact of differed income tax arising from temporary differences due to the mismatch between the accounting record and taximposition dates.  II- 6/ Goodwill on acquisition  The excess of the purchase price of shares of consolidated companies over the Group's share in their net assets at the dateof acquisition is recorded as goodwill and carried on the assets side of the consolidated balance sheet. Goodwill is notallocated to a specific balance sheet item and is amortized over the estimated period of benefit at the date ofacquisition. The goodwill amortization period of 20 years has been adopted since financial year 2002.  Negative goodwill is recognized as income for the period.  II-7 / The rules of valuation of assets  II-7.1 / Individual Provision:  In accordance with the provisions of accounting standards of the banking sector and the Circular n91-24 of 17-12-1991 ofthe Central Bank of Tunisia, an assessment of all claims of the Bank was made on the basis of the situation at December31st, 2011 and considering events after this date.  This evaluation was associated with an appreciation of all guarantees deductible within the meaning of Circular n 91-24 ofthe Central Bank of Tunisia on the prudential rules.These two operations have led the Bank to determine the amount of required provisions, an amount in provisions for 2011 andan amount of revenue reserved.  II-7.2/ Collective Provisions:  Until the end of the fiscal year 2010, only the rules of asset classification and risk coverage issued by Circular n 91-24of December 17th, 1991, were applicable.  In 2011, following revolution events experienced  by the country, these rules have been adapted and, through Circular n2011-04 of April 12 th, 2011 on economic measures to support businesses affected by the economic benefits of eventsoccurred which includes the following:  The rescheduling of maturities falling due or accruing during the period from  December 1, 2010 until  December  31st, 2011and additional management credits uses to cope with the exceptional post-revolution effects;  These rescheduling  must  not  lead to the classification of the client concerned in Classes 2, 3 or 4, or revising itsclassification occurred  at December 31st, 2010.  As such, the total commitments of customer who have been benefited by arrangements as part of the circular and have beenmaintained as current assets and those requiring special monitoring, amounted to TND 465 852 thousand at December 31st,2011, of which TND 82 521 thousand for loans rescheduled and TND 23 600 thousand for new funding for repairing the damage.  In addition and pursuant to the provisions of Circular n 2012-02 of January 11th, 2012, credit institutions must notinclude in their products interest remaining unpaid on the date of rescheduling and commitments relating to arrangementsthat have received in under Circular n 2011-04.  Thus, the interests have been the subject of reservation in 2011, amounted to TND 4 746 thousand.Parallel, and under the note to credit institutions n 2012-08 of March 2th, 2012, on the assessment of the commitments inthe framework of the above measures, a general reserve was established by deduction from the results of the year to coverthe latent risks on all current assets and those which need a special follow-up.  As such, the provisions designated "collective provisions" occurred by the bank in 2011, amounted to TND 24 700 thousand  NOTE III:  COMPANIES INCLUDED WITHIN THE SCOPE OF CONSOLIDATION  In pursuance of the provisions of law 117-2001 dated December 6th, 2001 and the Tunisian accounting standards, the scope ofconsolidation of BIAT Group consists of the following:  III- 1/ Scope of consolidation  During financial year 2011, the scope of consolidation of - More to follow, for following part double click  
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