PricewaterhouseCoopersCentral Asia & Caucasus B.V.

Georgia branch

Transparencyreport

for the financial year ended30 June 2015

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This report is published in accordance with therequirements of article 40 of the European Union43rd Directive on Statutory audits of annualaccounts and consolidated accounts (the AuditDirective)

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Content

Legal Structure, Ownership and Network Arrangements 3

Governance 4

Internal Quality Control System and Statement of Effectiveness 5

Quality Control Standards 5

Leadership Responsibilities for Quality within the Firm 6

Ethical requirements 6

Client Acceptance and Retention 7

Human Resources 8

Engagement Performance 9

Monitoring 10

Management’s Statement on the effectiveness of internal quality control system functioning 10

Last Quality Assurance Review in Compliance with Article 29 of the EU 43rd Audit Directive 11

Independence Processes at PricewaterhouseCoopers Central Asia & Caucasus B.V. Georgia branch 12

Independence, Integrity and Objectivity 12

Management’s statement concerning independence practices 12

Continuing Education of Statutory Auditors 13

Financial information for the year ended 30 June 2014 13

Public Interest Entities Audited for Statutory Purposes by PricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch in the Financial Year Ended 30 June 2015 13

Basis for Partners Remuneration 14

Basis for Statutory Auditors Remuneration 14

Declaration 15

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Legal Structure, Ownership and NetworkArrangements

PricewaterhouseCoopers (hereinafter “PwC”)Central Asia & Caucasus B.V. Georgia branch isa branch office of PricewaterhouseCoopersCentral Asia & Caucasus B.V., a companyregistered under the laws of Netherlands,having its seat at Rotterdam, the Netherlands.That entity is ultimately owned by the partnersof PricewaterhouseCoopers in our Central andEastern European firms.

PricewaterhouseCoopers Central Asia &Caucasus B.V. is a member ofPricewaterhouseCoopers International Limited,(“PwC International”) a company limited byguarantee and registered in Great Britain. PwCInternational provides an international networkstructure for PwC member firms. PwCInternational does not provide services toclients. PwC International’s primary activitiesare to: identify broad market opportunities anddevelop associated strategies; strengthen PwC’sinternal product, skill, and knowledge networks;promote the PwC brand; and develop and workfor the consistent application of common riskand quality standards by member firms,including compliance with independencestandards.

Member firms of PwC International do not actas agents of PwC International in providingservices to clients or otherwise, and PwCInternational does not act as the agent of itsmember firms. PwC International has no rightor ability to control any member firm’s exerciseof professional judgement. PwC Internationaldoes not have any liability for the acts oromissions of any member firm.

Each member firm is a separate legal entity.

PricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch cooperateswith other Central and Eastern Europeanmember firms to provide services to local andmutual international clients operating in ourregion. This cooperation is organised through aregional management team which, in additionto ensuring the adherence of these regionalfirms to the policies and procedures of PwCInternational, enables resource sharing, theenforcement of risk management policies andquality standards.

Each national member firm also has its ownmanagement structure in place, in accordancewith relevant legal and operationalrequirements. This legal structure andnetwork arrangement gives each memberfirm the flexibility and autonomy to respondquickly and effectively to conditions in itslocal market. It also reflects the fact thatregulatory authorities in most countries grantthe right to practise as auditors to nationallybased firms in which locally qualifiedprofessional auditors (or in the EuropeanUnion a combination of auditors and or EUaudit firms) have at least a majorityownership and control.

When a member firm becomes a member ofPricewaterhouseCoopers International andjoins the global network, it acquires the rightto use the PricewaterhouseCoopers/PwCnames and gains ready access to the network'sshared resources, methodologies, knowledgeand expertise. In return each firm commits toabide by a set of common policies andmaintain quality standards which areapproved by the Board of PwC International.

The global network of PwC creates a platformon which member firms share knowledge,skills and resources in order to deliverservices of a consistently high standard toclients across the world. In every country ourfirms are supported by shared methodologies,knowledge bases, technology and by access tohighly specialist expertise and thoughtleadership.

Each PwC member firm engages in qualitycontrol and compliance monitoring activities,covering the provision of services, ethics,business conduct and independence.

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Governance

Within the Central and Eastern Europeangrouping of PwC member firms which includes29 national territories, a matrix system ofmanagement is operated. Each partner votes ina 4 yearly election of a Chief Executive whoappoints a Management Board, comprising of amixture of territory Chief Executives andOperational leaders from functional andbusiness lines. This Board is responsible forsetting broad business objectives and ensuringcompliance with PwC International policies.

Across geographical lines the policy andbusiness objectives of each principal businessline (assurance, taxation, legal and advisory) areset by the business line management team.

Oversight of the Regional ManagementBoard on behalf of the partners is carriedout by an elected regional Partner Council,which approves key policies and decisionswhich affect partners and the firm.

PricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch is managedby the managing director appointed byPricewaterhouseCoopers Central Asia &Caucasus B.V. (Netherlands).

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Internal Quality Control System and Statement ofEffectiveness

As a member firm of PwC International we areobliged to abide by the common risk and qualitystandards approved by the organisation. Thesestandards are supplemented by local legalrequirements and the professional qualitystandards of Georgian Federation ofProfessional Accountants and Auditors(GFPAA) and where applicable third countryaudit quality standards if we are required toreport on an entity from such a country.

Our detailed quality control procedures are setout in our PwC Audit Guide and in PwC RiskManagement policies and guidance.The following summarises the key policies,attitudes, behaviours and actions which ensurethat we maintain a consistently high level ofaudit quality:

Quality Control Standards

PwC International member firms arerequired by internal risk and qualitypolicies, and National Auditing Regulationsto enforce a system of quality controls overour auditing practices.

Our quality control system is in fullcompliance with the International Auditingand Assurance Standards Board (“IAASB”)requirements and the standards/guidelinesset down by Georgian Federation ofProfessional Accountants and Auditors(GFPAA). This quality control system isembedded as part of our day to dayactivities.International Standard on Quality Control1, issued by IAASB applies to all audit firmscarrying out audits and reviews of historicfinancial information in accordance withInternational Standards on Auditing. Thisstandard sets out the required elements ofthe quality control system which shouldoperate in an audit firm. The requirementscover:

Leadership responsibilities forquality within the firm

Ethical Requirements Procedures for acceptance and

continuance of client relationshipsand specific engagements

Human Resources Engagement Performance Monitoring

PricewaterhouseCoopers Central Asia& Caucasus B.V. Georgia branchaddresses these requirements as follows:

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Leadership Responsibilities forQuality within the Firm

Tone at the Top: Our leadership is committedto taking all actions required to ensure that PwCcontinues to stand for quality, independence,objectivity and ethical behaviour. The firm’sleadership regularly sends communications topartners that include an emphasis on theimportance of "standing firm on quality". Thesame messages are contained in regularleadership communications to all staff members.Equally important is leadership's regularcommunications that alert our partners and staffabout new standards and related guidance toassist them in providing high-quality service toour clients. Communications from the top takeevery relevant opportunity to emphasize theimportance of maintaining quality standards on adaily basis. Our leadership team demonstrates byits behaviours that it firmly believes in our qualityassurance objectives and systems. This isevidenced by the appointment of partnersresponsible for independence, risk managementand audit quality who report to a regional orcountry Territory Senior Partner and/orAssurance Leader. These partners are individualsof experience and stature who consult and ifnecessary instruct client service partners on riskand quality matters.

Ethical requirements

Integrity and objectivity

We take pride in the fact that our services addvalue by helping to improve transparency, trustand consistency of business processes. In order tosucceed, we must grow and develop, both asindividuals and business. Our core values ofExcellence, Teamwork and Leadership help us toachieve this growth.We conduct our business within the framework ofapplicable professional standards, laws, andregulations together with PwC policies andstandards. This objective incorporates, inter alia,full compliance with the IESBA (InternationalEthics Standards Board for Accountants) Code ofEthics for Professional Accountants. However, wealso acknowledge that these standards, laws, andpolicies do not govern all types of behaviour. As aresult, we also have a PwC Code of Conduct, whichis applicable and issued to all PwC people andfirms. This Code is based on our values and takesthem to the next level – demonstrating our valuesin action. The Code defines how we should behaveand conduct business in a wide range of settingsand situations. It also contains a “framework forethical decision making’’ to assist partners andstaff in deciding on the right course of action in

addressing ethical dilemmas they can comeacross.Partners and staff are expected to not only live bythe Code values in their careers with PwC but toalso help others at PwC do the same.

CEE has a fully integrated Ethics & BusinessConduct network. Supervision over ethicalmatters in CEE is carried out by the regionalEthics and Business Conduct Leader. Eachcountry has a local Ethics and Business ConductTeam responsible for promoting ethics locally.This includes, but is not limited to,communication and training to local countrypartners and staff.

Each PwC office has access to the detailedsupplementary guidance to our Code of Conduct.This includes guidance on such matters as thereceipt of gifts from clients, close personalrelationships and how staff should proceed if theybecome aware of an unethical behaviour by anypartner or employee.

CEE has a region-wide tool accessible to allpartners and staff to enable the sending ofanonymous queries to a selected Ethics &Business Conduct Team. Individuals from outsideof PwC, including our clients’ personnel, cansubmit a query, including in an anonymousmanner, by using a global PwC communicationstool available from http://pwc.com.When potential non-compliance with our Code ofConduct is reported or otherwise suspected, stepsare taken to investigate, and where appropriate,remedy the situation. Partners and staff areencouraged to report and express their concernsin a fair, honest and respectful manner. PwC iscommitted to protecting individuals againstretaliation.

Partners and staff at PwC are responsible foraddressing issues that are brought to theirattention. The CEE Complaints and AllegationsPolicy sets the protocols for investigating theissues reported. All amendments needed to thefirm’s systems or policies, identified during thecourse of an ethical investigation are addressed.

IESBA Code of Ethics andPricewaterhouseCoopers standards aresupplemented with the Ethical Rules of theGeorgian Federation of Professional Accountantsand Auditors (GFPAA).

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Independence

PricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch has adoptedthe PwC Global Independence Policy,complemented where necessary by morerestrictive local professional and regulatory rules.The PwC Global Independence Policy is basedupon and is consistent with the IESBA Code ofEthics for Professional Accountants.PricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch strictlymonitors compliance with regulatory,professional, and PwC independencerequirements related to financial interests, scopeof service matters, fee arrangements and businessrelationships with third parties

The PwC Global Independence Policy is beingamended to capture and reflect on changes to theindependence rules pursuant to theimplementation of the EU audit legislation (TheDirective and The Regulation).

Further information on the procedures we enforceto maintain our independence is set out in the“Independence Practices of PwC Central Asia &Caucasus B.V. Georgia branch” section of thisreport.

Client Acceptance and Retention

PricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch hasimplemented a process to identify acceptableclients supported by the propriety PwCInternational decision support system for clientacceptance and retention (“Acceptance andContinuance – “A&C”).

The system involves a determination by theengagement team, business management,industry experts and risk managementprofessionals of whether the risks related to anexisting client or a potential client aremanageable, and whether or not we should beassociated with the particular company, itsmanagement and shareholders. Among the issuesthat we consider during the course of the A&Cprocess are:

The reputation of the company and itsmanagement

The effectiveness of its Board The background and experience of the

company’s financial reporting personnel Any incentives or inclinations for

management to manipulate reported results Any significant transactions structured to

achieve revenue recognition Any unusually aggressive or creative

accounting Any transactions which are complex,

unusual or difficult to evaluate Any estimates that involve uncertainty or

subjective judgments Any transactions with related parties that

are not part of the consolidated group Any indications that the company might be

in financial difficulty The expertise necessary to carry out a

particular engagement

A&C is a powerful enabler, but the real backbone of our client acceptance andcontinuance process is the significant time invested by our risk management and othersenior partners. As discussed more fully in the Engagement Performance sectionbelow, our risk management partners are senior partners with stature andindependence who provide key input into the decision to accept or continue a clientrelationship.

Upon acceptance or retention of the client, the results of these assessments areincorporated into our audit process, impacting for example the scope of work andassignment of resources. We decline to propose, accept, or retain work when the risksare considered not to be manageable, when the company will not agree on the scope ofthe work required or the fee arrangement is otherwise unacceptable.

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Human Resources

Hiring: We maintain stringent hiring standardsfor both entry-level and experienced recruits,which include assessment not only of eachindividual's academic and work records, but alsointerviews, background checks, and references.We also assess the quality of those people we hirefrom colleges and universities, ensuring that wefocus our recruiting efforts on those institutionsthat have a track record of graduating high-qualitypeople who do well in our profession.

Professional Development: Training is an on-going process. Training starts when a person ishired and continues throughout his or her career.Our people participate in a variety of regional andlocal formal training courses and are also trainedcontinuously on the job. Both the broad corecompetencies in accounting, auditing, ethics andindependence and the specialized areas in whichthey work (a specific industry) are addressed. Ourpartners also receive continuous training,development and education, and they are anintegral part of the on-the-job training of our staff.A key partner responsibility is to work with staffmembers; coaching, reviewing, training, sharingexperience and setting an example for theprofessionals on their teams.

The Firm has established an environment inwhich our people are personally responsible fortheir own development over the course of theircareers and, to that end, we have developed broadcourse offerings and tools to help our people tailora personalized training curriculum to match theirroles and responsibilities with the unique aspectsof the clients they serve. In addition to attendanceat self-elected training, partners and staff arerequired to participate in mandatory courseswhich the firm considers to be fundamental totheir ability to perform their jobs within theappropriate technical and ethical frameworks. TheFirm also ensures compliance with professionalstandards on the periodic amount and type ofcontinuing professional education required.

Our learning and education programs arecontinually updated to ensure that they provideour people with the development, skills andexperiences they need as client serviceprofessionals.

Supervision and direction: Each engagementleader is responsible, in consultation with othersas necessary, for ensuring that partners and staffassigned to the engagement have the professionalcompetence and experience required in thecircumstances. Further, on the engagement theyare ultimately responsible for determining theextent of direction, supervision and review of thework of more junior staff to whom work isdelegated.

Advancement: Partner and staff performance isevaluated annually through a review process thatincludes peers, subordinates and superiors.Partners and client service staff are recognizedand rewarded for performing as good, well-rounded accountants and auditors. Ourperformance evaluation and compensationprocesses have been aligned to address the rulesprohibiting a partner from being compensated orevaluated on the basis of their success in sellingnon-assurance services to their own audit clients.We also encourage, recognize and rewardteamwork. Staff are provided with formalperformance feedback for each project where theyspend 80 or more hours. All staff are formallyevaluated at least annually with input frompartners and superiors with whom they haveworked on an engagement. Additionally, our auditmethodology provides built-in opportunities forinformal feedback and coaching throughout anengagement. Our methodology is designed toensure both a quality work product and thecontinued development of our people. All of thisleads into an annual assessment of how well eachof our people has performed relative to our values,the goals each has set for the year and their peers.Our staff move up in their careers only when theyare ready for the next level of responsibility.

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Engagement Performance

Consistent Global Audit Methodology: AllPwC firms use an audit methodology and processfor all audit engagements to ensure uniformityand consistency in approach. The methodology isenhanced as necessary to respond to the changingenvironment. All partners and staff receive on-going training in this methodology.

Our methodology is sufficiently flexible to allowthe incorporation of any additional procedureswhich may be required by local regulations.

Comprehensive Policies and Procedures:We have comprehensive policies and proceduresgoverning our accounting and auditing practicethat are constantly updated to reflect newprofessional developments and our local operatingenvironment, and to address emerging issues, aswell as the needs and concerns of the practice.These policies cover not only professional andregulatory standards, but also reflect the guidancethat we provide to our professionals about howbest to implement them. They are available inelectronic files and databases, are regularlyupdated or supplemented for all currentdevelopments and are accessible to our peopleremotely at any time.

Engagement-Specific Quality Controls:There are a number of other quality controlprocedures that are performed specifically withrespect to a particular engagement. For example,on all of our publicly listed clients and a widerange of certain other high profile or higher riskclients, we appoint an independent quality reviewpartner (“QRP”) who discusses all significantissues with the engagement partner and who isresponsible for independently assessing the auditplan, its execution, the resolution of significantissues, the financial statements and disclosuresand the appropriateness of the Firm's report.Specific criteria are set forth in PwC's policies toensure that the assigned QRP has the appropriatelevel of experience and industry expertise toperform that role.Our policies require consultations with firm-widetechnical experts and industry specialists forspecified transactions and circumstances that mayinvolve the application of significant judgment.Our "consultative culture", which is discussedfurther below, means that our engagement teamsregularly have consultations with such experts andothers beyond those that are formally required.Engagement partners and QRPs on each publicinterest entity audit client are rotated to addressany potential familiarity issues without sacrificinginstitutional knowledge about the client.

Furthermore, the PwC Global Audit Methodologyis built on the principle that work performed byeach member of the engagement team is reviewedby another member of the team, of at least equalcompetence to consider whether the work hasbeen performed as intended, competently, and toensure that the correct conclusions have beendrawn.

Accounting and Auditing Resources:Consultation is a key element of quality control inour Firm. Our Accounting Technical group isstaffed by partner(s) and staff who are experts inaccounting and auditing. If an engagementpartner disagrees with the advice provided by ourtechnical experts, we have a formal process forcontinuing the discussion within our chain-of-command until the matter is resolved with dueregard for the view of such technical experts.

With the wider introduction of InternationalFinancial Reporting Standards as adopted by theEU (IFRS) we have set up a system to ensure thatour clients’ financial statements are evaluated byour audit teams in a way that is consistent and inaccordance with the full intent of the Standards.

The key element of the system is the review workcarried out independently by our regionalAccounting Consulting Services team (“ACS”)which is geographically located throughoutCEE/CIS. Depending on the complexity and riskassociated with particular industry sectors, clientsize and listed/non-listed status, ACS will carryout a review of clients’ IFRS statements. Thefinancial statements of listed financial servicesclients for example will be regularly reviewed by aspecialist team with a final review being carriedout by one of our ACS partners. All IFRS financialstatements that are used in the capital markettransactions would also be subject to a mandatoryreview. Other IFRS accounts are reviewed onrotational / sample basis. During the review theaudit team will be required to explain thejustifications for the IFRS treatments anddisclosures in the financial statement and discusswith the client and its governing bodies instanceswhere treatments and disclosures are assessed bythe ACS team as being non-compliant with thestandards. In addition, audit teams are requiredto formally consult with an ACS consultant andACS partner on a number of defined accountingmatters that are assessed as higher risk formisapplication by clients.

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Risk and Quality Function: Our Firm's riskmanagement, consulting and policy resources area central function, comprising both full and parttime personnel, internally referred to as Risk andQuality (“R&Q”). The R&Q includes the followingkey functions: Risk Management, Independence,Accounting Consulting Services, Regulatory,Audit Services, Learning and Development, Ethicsand Business Conduct, Quality Monitoring. Eachfunction is led by a partner assisted by otherexperienced personnel. These partners are alsoassisted by other partners from other larger PwCpractices when the need arises.

The Risk management function use, promotesand applies the global PwC risk managementpolicies, guidance and procedures approvedwithin PwC global network, which are enhancedand tailored to local needs. A key responsibility ofthe risk management partners is to be an integralpart of the client acceptance and retentionprocess, responsible for assessing risk on both aqualitative and quantitative basis. In addition,risk management partners are required to beintegrally involved with engagement teams, wherenecessary, for consultations on issues andjudgments, such as going concern considerations.

We have developed formal protocols setting outthe circumstances under which engagementteams must consult with the R&Q function. Thisgroup of independent and experienced partners isfocused on quality, prompting changes to policyand procedures when and as appropriate.

Monitoring

We have a formal pre- and post-issuance quality-monitoring program, which is run as part of aPwC global program. This comprehensiveprogramme consists of Engagement ComplianceReviews (“ECR’s”) and Quality ManagementReviews (“QMR’s”) and also Audit QualityAssessment (“AQA”) comprising hot and coldreviews. The program includes inspection of apartner’s and other non-partner’s with delegatedsigning rights work and all aspects of our qualitycontrol system to ensure that our quality controlsare functioning properly and to providereasonable assurance that we comply with allapplicable professional standards and our ownFirm policies and procedures. This program ismanaged and supervised by R&Q.

Engagement reviews are conducted byexperienced partners and senior managers withappropriate industry experience who are notconnected either with the office that performs theaudit or the audit itself. Members of each review

team receive the necessary training and guidanceto perform their role. Each partner is reviewed atleast once in five years and twice in six years forhigher profile clients. More timely reviews areperformed when there is a possibility of increasedrisk. Our inspection process also involves periodictesting of the effectiveness of our qualitymanagement system in all ISQC1 functional areas.Annual testing of compliance of the Firm’s policiesand procedures in each of the component areas ofISQC1, covering the regional and territory (onrotation basis) controls and monitoringprocedures is in place.

Quality monitoring is an integral part of our

continuous improvement program. We constantly

evaluate inputs from formal programs such as this

and a variety of informal sources in an on-going

effort to improve our policies, procedures and the

consistency of the quality of our work. The

findings resulting from quality reviews are

communicated to partners and staff via

newsletters and webcasts. Every instance of

failure to meet performance standards is treated

seriously - the partner responsible is counselled to

improve performance and the work of the partner

is reviewed in the following year. Poor technical,

risk management, independence or ethical

performance would result in a negative

adjustment to the partner's compensation; in

some cases the partner is no longer permitted to

sign audit opinions in the Firms' name and in

serious cases the partner is requested to leave the

Firm. Quality Improvement Plans needs to be

prepared based on results of any of the quality

reviews.

Management’s Statement onthe effectiveness of internalquality control systemfunctioning

The Management Board ofPricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch believes thatthe quality control environment describedabove is in compliance with all applicableregulations and that it provides a reasonablebasis for believing that statutory auditscarried by PricewaterhouseCoopers CentralAsia & Caucasus B.V. Georgia branchconsistently meet the required qualitystandards.

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Last Quality Assurance Review

As per Georgian legislation PricewaterhouseCoopers Central Asia & Caucasus B.V. Georgiabranch is not subject of any external quality assurance reviews.

Though per PricewaterhouseCoopers global quality and risk management standards, theinternal PwC quality Assurance reviews are conducted on annual basis. Our last QualityAssurance Review was conducted during October-November 2014.

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Independence Processes atPricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch

Independence, Integrity andObjectivity

The Regional Independence Leader with thesupport of the country Partners Responsible forIndependence monitor compliance with strictregulatory, professional, and PwC independencerequirements related to financial interests in,services to and business relationships withassurance clients (audit and non-audit assuranceclients). The Firm has implemented anindependence compliance program monitoringsystem and controls with the following keyelements:

1. Written independence policies andprocedures

2. An automated financial interest trackingsystem and global restricted entity list

3. On-going independence training4. Self-assessment/confirmation process that

is done by all partners and staff on annualbasis

5. Internal monitoring of our system ofindependence and the related controlsincluding annual testing of partner anddirectors independence

6. Responsibility for independence and oursystem and controls vested in seniormanagement

7. An appropriate "tone at the top" andculture relating to independence

8. Prompt reporting of personnel employmentnegotiations with clients

9. Reporting by personnel of perceived andreal independence violations

10. Disciplinary policies and processes11. Controls over joint business relationships,

non-audit relationships with audit clientsand fee arrangements.

This program requires that partners and staffexamine and document any concerns over thefirm’s independence either in relation to theacceptance of a new client or a particularengagement. Before any non-assuranceengagement is accepted for an audit client, anenquiry is made with the respective audit partneras to the permissibility of providing such servicesto that client. The assignment can only beaccepted once the respective audit partnerconfirms that the proposed engagement isconsistent with the applicable independencerequirements.

An important aspect of our independence cultureis the central support provided to partners andstaff in respect of independence relating topersonal matters, non-audit services, feearrangements or other types of relationships.

Should a client not accept clear accountingguidance, audit results on material issues orbehave in an unethical manner, the firm willsupport the engagement partner in making theappropriate reporting decision even if that mayresult in disengaging from or not accepting anassignment.

Management’s statementconcerning independence practices

The Management Board ofPricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch declares thatthe procedures for ensuring independence areconsistent with applicable regulations.

The last internal independence review was carriedout on a region-wide basis onPricewaterhouseCoopers CEE and took place inJuly 2014 and will be followed by the next reviewin the last quarter of 2015.

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Continuing Education of Statutory Auditors

The Management Board of PricewaterhouseCoopers Central Asia & Caucasus B.V. Georgiabranch declares that, as referred to in the section above on audit quality, our Statutory Auditors are fullyinvolved in the firm's continuing education programme. In addition to participation in on-going internallydesigned training our statutory auditors are required to take part in the annual obligatory trainingorganised by Georgian Federation of Professional Accountants and Auditors (GFPAA) which covers IFRS,ISA (International Standards on Auditing) and tax legislation updates and lasts for 5 days.

Financial information for the year ended 30June 2015

(unaudited) 000’ GELAudit Services 4,386Other Assurance Services 1,447Tax Advisory Services 2,248Other Non-Audit Services 244Total Turnover in Georgian Lari 8,325

Public Interest Entities Audited for StatutoryPurposes by PricewaterhouseCoopers CentralAsia & Caucasus B.V. Georgia branch in theFinancial Year Ended 30 June 2015

TBC Bank - transferable securities listed on the Main Market of the London StockExchange.

Non listed PIEs

Progress Bank Basis Bank

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Basis for Partners Remuneration

Partners are remunerated out of the profits of the firm and are personally responsible for fundingpensions and other benefits such as medical care. The partner evaluation and compensation processis fully compliant with independence ramifications of the IESBA Code of Ethics for ProfessionalAccountants which disallow a partner to be assessed or rewarded for selling non-assurance servicesto own audit clients. A partner’s remuneration is allocated by the Regional Management Board afterevaluating each partner's contribution to the firm during the year and following the completion of theannual audits for the national firms. The allocations made by the Management Board are reviewedand approved by the Partner Council. Each partner’s remuneration comprises of three interrelatedprofit dependent components:

Responsibility Income, reflecting the partner’s sustained contribution and responsibilities;Performance Income, reflecting how a partner and the teams he works with perform in a given year,and Equity Unit income which represents a share in the profits after the allocation of the first twoelements.

Equity units are allocated to partners on the basis of a matrix which primarily takes account of thepartner’s current role within the firm. Performance income is determined by assessing a partner’sachievements against an individually tailored balanced scorecard of objectives based on the partner’srole. These objectives include the realisation of the firm's audit quality standards and absoluteadherence to our integrity and independence regulations.

Basis for Statutory Auditors Remuneration

The remuneration of registered auditors, who are partners is described above. The remuneration ofthose registered auditors who are employees of PricewaterhouseCoopers Central Asia & CaucasusB.V. Georgia branch but not partners is based on an annual performance review process, whichconsiders amongst other factors professional skills (technical, risk, independence and ethical),experience and management skills.

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Declaration

To the best knowledge and belief of PricewaterhouseCoopers Central Asia &Caucasus B.V. Georgia branch the information contained in this report iscorrect and is compliant with the requirements of article 40 of the EuropeanUnion 43rd Directive on Statutory audits of annual accounts and consolidatedaccounts (the Audit Directive) as at the date of publication of this document.

Altaf TapiaCountry Managing Partner ofPricewaterhouseCoopers Central Asia & Caucasus B.V.Georgia branch.

22 September 2015

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© 2015 PricewaterhouseCoopers Central Asia And Caucasus B.V. Georgia Branch. All rights reserved. "PwC" is the brand under which member firms

of PricewaterhouseCoopers International Limited (PwCIL) operate and provide services. Together, these firms form the PwC network. Each firm in

the network is a separate legal entity and does not act as agent of PwCIL or any other member firm. PwCIL does not provide any services to clients.

PwCIL is not responsible or liable for the acts or omissions of any of its member firms nor can it control the exercise of their professional judgment or

bind them in any way.