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ANNUAL REPORT 2018

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Page 1: ANNUAL REPORT 2018 - AMEN BANK

A N N U A L

REPORT2018

Page 2: ANNUAL REPORT 2018 - AMEN BANK
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A N N U A LRE POR T

2018

ORDINARYGENERAL MEETING26 APRIL 2019

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OUTLINE OF 2018 ANNUAL REPORT

TRIBUTE TO THE LATE RACHID BEN YEDDER, SPIRITUAL FATHER OF THE AMEN BNAK FAMILY 6

1/ AMEN BANK GOVERNANCE 8

2/ HIGHLIGHTS 13Background 14Key Figures 15Activity 17

3/AMEN BANK CORE BUSINESS 29Banking Activities 30Automated Financial Transactions 30Commercial Activity 30International Activity 30Capital Market 31Custody and Securities 31Information System, Risk Management and Social Management 32Information System 32Risk Management 33Internal Audit 34Environmental and Social management 34Fight against money laundering and the funding of terrorism 34Human Resources 35

4/STRATEGY AND ORIENTATIONOF THE BANK 36Forecast 37Strategic Development Plan 2018-2022 37Transformation Project 37

5/ EXTERNAL AUDITORS’ REPORTS AND INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS 38General Report of External Auditors 39Special Report of External Auditors 43Individual Financial Statements 47Notes to Individual Financial Statements 52Report of External Auditors on Consolidated Financial Statements of Amen Bank Group 100on Consolidated Financial Statements 104Notes to on Consolidated Financial Statements 109

6/ FINANCIAL INFORMATION ON AMEN GROUP INSTITUTIONS 139

7/RESOLUTIONS 143

8/ADDITIONAL INFORMATION 146Capital Distribution 147Distribution of Voting Rights 148Conditions for Access to General Meeting 148Applicable rules for Appointing and Replacing Members of the Supervisory Board 148Other Information 148Branch Network 149

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TRIBUTETO LATE RACHID BEN YEDDER, SPIRITUAL FATHER OF AMEN BANK FAMILY HOMMAGE

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On January 23, AMEN BANK lost the late Rachid Ben Yedder, a builder, an exceptional man and a permanent investor.

ANNUAL REPORT AMEN BANK 2018 • 7

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AMEN BANK GO V E RN A N C E

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ANNUAL REPORT AMEN BANK 2018 • 9

Supervisory Board

Mission

The Supervisory Board is in charge of the permanent control of the management of the bank by the Board of Directors

Composition

Rached Fourati Chair of the Supervisory Board

Selma Babbou Deputy Chair and Permanent Representative of P.G.I: S.AParticipation, Management and Investment Company

Nébil Ben Yedder Membre

Abdelkader Boudriga Independent Member

Rachid Tmar Independent

Ahmed Bouzguenda Member representing small shareholders

Slaheddine Laadjimi Membre

Hakim Ben Yedder Permanent Representative of COMAR:S.A Compagnie Méditerranéenne d’assurance et de la réassurance

Mohamed Anouar Ben Ammar

Permanent Representative of PARENIN:

Mohamed El Naama S.A Parc Engins Industriel et Agricole

Zakaria Belkhodja Permanent Representative of SociétéLE PNEU

1/ AMENBANK GOVERNANCEFurther to the approval of its Extraordinary General Meeting held on May 31, 2012, Amen Bank has enforced a dualistic governance pattern based on a Supervisory Board and a Board of Directors.

In addition, Amen Bank has implemented all required actions to reinforce pillars for good governance based on regulatory provisions and best international practices.

Amen Bank’s Supervisory Board includes two independent members and one member representing small shareholders. Independent members chair the Risk Committee and the Permanent Audit Committee.

Similarly, Amen Bank adopted a governance code. This code mainly deals with issues related to the mission and prerogatives of the Supervisory Board, the committees affiliated with the Board, the Board’s and Committees’ regular evaluation procedures, the conflict of interest policy, the policy to fight insider trading, internal control policy, rules regulating compliance control and the Bank’s communication and information policy. This code also includes in the Annex a chart designed for members of the Supervisory Board and a Code of Ethics for the banking industry.

The members of the Supervisory Board are appointed for a three-year renewable term.

The Board met five times during 2018::

DATE OF SUPERVISORY

BOARD MEETINGS

30/032018

27/042018

11/052018

31/082018

01/112018

ATTENDANCE RATE

Number of attendees 8 11 11 9 7 80.70%

Board of Directors

Mission

The Board of Directors is vested with powers to act on behalf of the bank, to perform and authorize acts and operations pertaining to its purpose and to represent the Company in all countries, with third parties, public and private institutions and administrations, and with all States. Its competence extends to all that is not expressly reserved for the General Meeting and the Supervisory Board by the law and / or by the AMEN BANK Statutes.

Composition

The Board of Directors is composed of four members: M. Ahmed El Karm, Chairman of the Board of Directors M. Karim Ben Yedder, Director General, Member of the Board of Directors

M. Mehrez Riahi, Member of the Board of Directors M. Néji Ghandri, Member of the Board of Directors

It is assisted by a general secretariat ensured by Mr. Khaled Boukhris and by the following committees:Board of Directors’ Committee

Management Committee High Financing Committee High Risk Committee Recovery Committee

Organization, Standards, Methods, and New Products Committee

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Amen Bank’s organization chart is structured as follows: Central Director of the Business and Market Division Mr. Hatem Zaara Financing Central Director Mr. Zied Kassar Legal Central Director Mr. Sami Gasmi Organization and Information System Central Director Mr. Slaheddine Beji Director of Compliance Control Ms.Besma Babbou Audit Director Ms.Houda Machat Control Director Mr. Ilyes Jrad Acting Financial Director Mr.Aymen Ben Halima Risk Director Ms.Latifa Dahmen Financing Director Mr. Mehdi Ammar Director of Current Operations Mr. Jalel Mankai Customer Operations Director Mr. Slim Jomaa Payment Systems Director Mr. Taoufik Fourati Marketing and Communication Director Mr. Khaled Mokaddem Guarantees Director Mr. Moncef Tahri Legal Management Director Ms.Sana Choukaier Engineering and Organization Director Mr. Lotfi Ben Jannet Quality Director Mr. Mohamed Safraoui IT Projects Director Mr. Mounir Chtioui Director of IT Operations Mr. Belhassen Dridi Human Resources Director Mr. Anis Braham Administrative Director Mr. Naoufel Darnaoui Dynamic Collection Director Mr. Radhouane Gouja Litigation Collection Director Mr. Moncef Ben Mansour Central Director, Tunis I Region Mr. Youssef Ben Ghorbel Central Director, Tunis II Region Mr. Atef Khemiri Director, Tunis III Region Mr. Sami Hariga Director, Tunis IV Region Mr. Naoufel Hajji Director, Tunis V Region Mr. Jamel Maaloul Director, Tunis VI Region Mr. Zouheir Ben Abdallah Director, Tunis VII Region Mr. Youssef Baatour Director, North Region Mr. Naoufel Babbou Director, Cap Bon Region Mr. Imed Mahmoud Director, Sousse Region Mr. Radhi Ben Ali Director, Sahel Region Mr. Taoufik Belaanes Director, Centre Region Mr. Mohamed Karoui Director, Sfax Region Mr. Mohamed Mehdi Director, South Region Mr. Nizar Boufi

Specialized Committees

STANDING AUDIT COMMITTEE

Composition

This committee is made up of three members from the Supervisory Board, appointed for a renewable mandate of 3 years.

The Committee includes the following members:

M. Rachid Tmar : Audit Committee Chair and Independent Member of the Supervisory Board

Mme Selma Babbou : PGI Representative Member M. Zakaria Belkhodja :Le Pneu Representative Member M. Lotfi Ben Hadj Kacem : Advisor

The Committee may invite to its meetings any member of the Bank’s internal structure or of a subsidiary whose presence is deemed useful.Secretariat

The secretariat is provided the Audit Director who is responsible for:

Preparing draft agendas that are submitted beforehand to the Chairman of the Committee;

Managing the relations with the structures of AMEN BANK concerned by the agenda;

Ensuring the collection and centralization of any document prepared for the needs of the Committee;

Preparing the meeting minutes of the Committee

Mission

The Audit Committee is responsible for:

Checking the clarity of the provided information and assessing the consistency of the measurement, monitoring and risk control systems, Monitoring the proper functioning of internal control, proposing corrective measures and ensuring their implementation, Reviewing the main internal control reports and the financial information before transmission to the Central Bank of Tunisia, Giving its opinion to the Supervisory Board on the annual report and the financial statements, Monitoring the activity of the bodies in charge of the control functions and advise the Supervisory Board on the appointment of the head of the internal audit body, his/her advancement and remuneration, Proposing the appointment of the Statutory Auditors and giving its opinion on the control programs and their results.

Activities in 2018

During FY 2018, the Committee examined quarterly, semi-annual and annual financial statements, and made an evaluation of the periodical evolution of classified debts and of quarterly regulatory ratios as well as commitments of groups and other beneficiaries of outstanding amounts equal to or exceeding 5 million dinars.

In addition, the Committee examined the activity report of the Audit Committee for FY 2017 and validated the FY 2017 Activity Report of the Audit Directorate, as well as the achievement rate of the audit plan. The Committee also stressed the progress in the implementation of recommendations made by the external co-auditors in their FY 2017 Letters to the Management and expressed their appreciation of efforts made by the bank’s departments to readjust the observed deficiencies.

RISK COMMITTEE

Composition

The Risk Committee is chaired by Mr. Abdelkader Boudriga, independent member of the Supervisory Board. It is made up of the following members of the Supervisory Board:

Mr. Hakim Ben Yedder, permanent member, representative of COMAR, Mr. Mohamed Anouar Ben Ammar, permanent member, representative of PARENIN, Ms.Safia Hachicha, Advisor.

Mission

Its mission is to assist the Board in fulfilling its responsibilities for risk management and monitoring, and compliance with regulations and related policies.It is in charge of supporting the Board in the following tasks:

Designing and updating the management strategy of all types of risks, and defining the exposure limits and operational ceilings, Approving risk measurement and monitoring systems,

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Monitoring compliance with the define risk management strategy, Analyzing AMEN BANK’s exposure to all sorts of risks including credits, market, cash-flow, operational risk as well compliance with defined strategy in this field

Assessing the provisioning policy and the permanent adequacy of equities compared to the AMEN BANK’s risk profile;

Studying the risks arising from the strategic decisions of the relevant bodies,

Approving Business Continuity Plans, Proposing the head of the structure responsible for risk monitoring and follow-up and his/her remuneration,

Verifying the implementation of regulatory standards governing the division and coverage of risks and monitoring the progress of in commitments.

The Risk Committee regularly presents to the Board of Trustees minutes of its meetings and a detailed activity report.

Activities in 2018

In 2018, the Committee conducted its work in the following development areas:

Expansion of the internal rating system features(SNI) by the development of specific models for credit risk management of specific financing, in particular property development.

The integration of the monitoring of the Anti-Money Laundering and Terrorist Financing in the operational risk management system.

The Committee analyzed various regulatory events that occurred in the area, in particular:

The new risk threshold for individuals related to the bank. The ratio, which concerns related parties, has in fact went down from 75% at the end of 2017 to 25% at the end of 2018.

The provisions on capital adequacy standards and the impact of taking market risk into account in the estimation of the equity level.

The Risk Committee closely followed the minutes of the meeting held with the BCT concerning the evaluation and validation of the AMEN BANK Internal Rating System.

The Committee verified the robustness and validity of used models. It closely followed the work performed back-testing, cross-validation and prediction on new data in order to highlight the predictive power of the developed models.

The Committee reiterated its recommendations for the integration of the NIS into evaluation, decision-making and forecasting processes by seeking the practical uses of these models in AMEN BANK’s current operations such as the delegation pattern, financing decisions and pricing of operations and transactions while anticipating its exploitation in defining capital requirements, which remains the main rationale behind its implementation.In addition, the Risk Committee continued to use the various developed dashboards to monitor and manage the Credit, Market & ALM and Operational Risks.The Committee, considering the progress made by AMEN BANK in the area of risk management, is raising again the challenge to allow AMEN BANK to take a new step in risk management in line with Basel’s international standards and best practices. The Committee will build on the new organization of the risk division announced as part of AMEN BANK reorganization conducted by Oliver Wyman. It will develop its risk vision for AMEN BANK that it will deploy in terms of organization, objectives and action plans.

NOMINATION AND REMUNERATION COMMITTEE

Composition

The committee is made up of the following members:Mr. Rached Fourati, Chairman of the Supervisory Board Mr. Nébil Ben Yedder, Member of the Supervisory BoardMs.Selma Babbou, Member of the Supervisory Board

Mission

The Nomination and Remuneration Committee supports the Supervisory Board mainly in the design and follow up of the following policies:

Nomination and remuneration, Replacing managers, senior staff and recruitment of new staff; and, Management of conflict of interest situations.

COMPLIANCE CONTROL DIRECTORATE

Mission

Its main mission is to track non-compliance risk wherever it may interfere. Its main responsibilities are as follows:

Formalizing procedures and modalities for the control of non-compliance risks, Checking and determining risks of non-conformity with regard to the law, rules and regulations for the good operation of the business, evaluating their consequences on the activity and implementing all means to remedy to possible deficiencies, Giving its opinion on the conformity of new products and send reports on this subject to the Supervisory Board, Preparing actions aimed at controlling the risk of non-compliance, Conducting training sessions for Bank staff including the compliance Officer.

Activities in 2018

The activity of the Compliance and Control Directorate mainly covered the following aspects:

Update of the AML / CFT regulatory base following the publication of BCT Circular 2018/09,

Review of all internal AML / CFT circulars, Verification of circulars related to specific operations,

Follow-up of the «Know Your Customer” update campaign, Finalization and transmission to the BCT of the 1st version of the report on the risk approach to AML / CFT, Follow up on the deadlines for reporting to the Central Bank of Tunisia and the Financial Market Board, Analysis of detected suspicious transactions, Sending reports on suspicious activities to the Tunisian Commission for Financial Analysis.

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ANNUAL REPORT AMEN BANK 2018 • 12

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H I G H L I G H T S

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ANNUAL REPORT AMEN BANK 2018 • 14ANNUAL REPORT AMEN BANK 2018 • 14RAPPORT ANNUEL AMEN BANK 2018 • 14

2/ HIGHLIGHTSBackground

Economic Situation In 2018, economic activity has continued to grow though at a slow pace.Indeed, economic growth amounted to 2.6% compared to 1.9% in 2017, driven mainly by a good agricultural season and the recovery of tourism. By contrast, the industrial sector, with the exception of food industries, experienced weak growth, attributable in particular to the decline in the production of mines, phosphates and derivatives and petroleum refining.

Regarding arboriculture, exports of olive oil reached 170 thousand tons for a value 1.800 million dinars, compared to 215 thousand tons and 2.146 million dinars during the previous harvest. This decline, compared to the 2017 campaign, is mainly due to the decline, by more than half, in the production of olive oil, i.e. 140 thousand tons, as against 325 thousand tons.

As regards citrus crop, production amounted to 440 thousand tons, compared to 346 thousand tons last season. On the other hand, date production fell by 6.0% to 289 thousand tons, including 230 thousand tons of the “Deglet Nour” variety.In terms of fisheries and aquaculture, production declined by 3.0% to 99 thousand tons, reflecting high production costs and poor weather conditions.

The food balance resulted in a deficit of 501 million dinars, against a deficit of 1,354.6 million, a year earlier representing an improvement of 63% which is explained mainly by a greater increase in exports (48, 1% compared to 20.6%), than in imports (15.7% as opposed to 22.1%). As a result, the coverage rate improved to 90.7% from 70.9% in 2017.

The general index of industrial production continued its decline (-0.5% vs. -1% a year earlier), in relation with the decline in output of non-manufacturing industries (-4.3% vs.-5. 3%) offset by a slight production increase in manufacturing industries (0.9% vs. 0.7%).

On the foreign trade side of the industrial sector, we note that the exports of mechanical and electrical industries have registered a deceleration (14.1% vs. 20.4% in 2017), while exports of textiles, clothing, leather and footwear were consolidated (18.6% vs. 16.3%).

Exports in the energy sector slowed down (13.7% vs. 24.6% in 2017), while imports continued to grow at 39.9%. Thus, the energy deficit increased by 53.2% to reach 6,179.4 million dinars.

Overall, the trade balance continued to deteriorate, with a deficit that increased by 3,457 million dinars or 22.2% to reach0019.1 billion dinars. This widening deficit led to a slight decline in the coverage rate to 68.3%.

In addition, the strengthening of tourism continued, with a steady evolution of the main indicators. Thus, inflows of foreign tourists increased by 28%, compared to 23.6% in 2017.

The overall tourist nights likewise recorded an increase of 22.8%, against 23.3% a year earlier. This is also the case for tourism revenue in foreign currency, which rose by 44.6%, vs. 19.3% a year earlier.

Following these developments, the overall balance of payments showed a surplus of 1,653 million dinars vs. a deficit of 2 million dinars a year earlier.

The level of net assets in foreign currency reached 13.974 million dinars, equivalent to 84 days of imports, vs. 12.885 million dinars and 93 days respectively, in 2017.

In a context of moderate economic activity, the unemployment rate fell slightly from 15.5% in 2017 to 15.4% in 2018.

As for average inflation, it stood at 7.5% vs. 5.3% the previous year.This trend can be explained notably by the sharp rise in food prices (7.5% compared to 5.6% in 2017), transport fares (11.2% vs. 5.9%), hotels and restaurants (9.2% vs. 6.2%) and clothing and footwear (7.3% vs. 7.9%).

Monetary and Financial Situation After the acceleration recorded in 2017, the growth rate of M3 money supply decelerated and increased by only 5.6% vs. 11.4% a year earlier. This slowdown, comes from net claims on the State (1.7% vs. 16.4%), as well as the contribution to the economy (8.4% vs. 12.7%).Similarly, net foreign claims continued to decline (-1.339 million dinars vs. -1.436 million dinars).With regard to the contribution to the economy in 2018, its growth rate slowed down (8.4% i.e. 6.889 million dinars vs. 12.7% i.e. 9.175 million dinars) mainly because of the discount portfolio (+4.085 million dinars), fixed assets (+1.267 million dinars) and debit current accounts (+844 million dinars).The net claims on the State have only moderately increased (334 million dinars against 2.812 million dinars in 2017), under the combined effect of the increase in outstanding treasury bills, subject to an outright purchase by the BCT in the context of the Open Market (678 million dinars vs. 177 million dinars), the decline in these securities in banks’ portfolio (-257 million dinars, vs. +769 million dinars) and the restrictive effect exerted by the increase in the Treasury current account (202 million dinars vs. 257 million dinars).As for the average monthly money market rate, MMR, it increased throughout the year, to reach 7.25% at the end of the year.During the year 2018, the average liquidity needs of banks continued to rise at a steady pace to reach 16.1 billion dinars on average, against 10.9 billion dinars at the end of 2017.With regard to collective savings, the number of UCITS increased to 124 units at the end of 2018, notably following the start of public subscriptions in the mixed institutional mutual funds “FCP INSTITUTIONNEL VALUES II” constituted by Tunisie Valeurs and AMEN BANK.The yield of the UCITS reached 5.2% (4.8% for bond units and 7.4% for mixed units and shares) compared to 4.3% in 2017.The performance achieved by TUNINDEX since the beginning of the year reached 15.8%, vs. an annual yield of 14.4% in 2017.Compared to its value at the end of December 2017, the dinar exchange rate in the interbank market fell by 17% against the US dollar, by 14% against the euro, by 20.1% against the Japanese yen and 16.5% against the Moroccan dirham.

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Customer receivables (in thousand dinars)

2018/2017 evolution: -2.38%

Customer deposits and assets (in thousand dinars)

2018/2017 evolution: 7.39%

8 656 1988 242 917

2018 2017 2016

8 813 128

1 897 993 1 892 2081 792 430

2018 2017 2016

5 929 2486 073 730

5 893 685

2018 2017 2016

5 516 8895 137 206 5 116 938

2018 2017 2016

(IN THOUSAND DINARS) 2018 2017 2016 CHANGES %

Equity capital after distribution of profits 869 532 785 856 705 049 83 676 10.65

Net equities capital 1 105 802 1 085 662 963 067 20 140 1.86

Capital Ratio (in %) 14.6 14.2 12.9 0.4 2.82

TIER I 10.4 9.1 8.3 1.3 14.13

Short term cash ratio (in %) 126.8 109.3 103.2 17.5 15.97

Total provisions and reserved charges on receivables 870 112 787 082 833 704 83 030 10.55

Rate of classified debts (in %) 15.06 15.09 15.40 (0.03) (0.20)

Coverage rate of bad debts (in %) 59.12 57.11 64.11 2.01 3.52

Coverage rate of commitments (in %) 10.25 10.05 11.22 0.20 1.99

Total balance (in thousand dinars)

2018/2017 evolution: 1.81%

Equity portfolio (in thousand dinars)

2018/2017 evolution: 0.31%

Key Figures

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829 094

716 968

621 723

2018 2017 2016

119 970113 911

90 006

2018 2017 2016

374 732

360 102

293 863

2018 2017 2016

37,2

31,934,6

2018 2017 2016

(EN MILLIERS DE DINARS) 2018 2017 2016

Operations coefficient 39.2 33.8 37.0

Operations coefficient without depreciation 37.2 31.9 34.6

Average returns on assets 1.4 1.3 1.1

Average returns on equities 16.1 16.2 14.0

Turnover (in thousand dinars)

2018/2017 evolution: 15.64%

Net Banking Income (in thousand dinars)

2018/2017 evolution: 4.06%

Net Profits (in thousand dinars)

2018/2017 evolution: 5.32%

Operation coefficient excluding depreciation (in %)

2018/2017 evolution: 16.48%

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ActivitéA fin décembre 2018, le total du bilan s’est établi à 8 813,1 millions de dinars, contre 8 656,2 millions de dinars à fin décembre 2017, soit une progression de 156,9 millions de dinars, ou de 1,81%.

En général, l’activité d’AMEN BANK a été caractérisée par les évolutions suivantes :

Une diminution des emplois de 135,1 millions de dinars, ou 1,66%, Une hausse des ressources de 286,6 millions de dinars, ou 4,62%, Un besoin de refinancement net auprès du système monétaire de 721,5 millions de dinars, en diminution de 471,1 millions de dinars par rapport à fin décembre 2017.

RessourcesL’encours des ressources mobilisées par AMEN BANK a atteint 6 495,7 millions de dinars, soit une progression de 286,6 millions de dinars, ou 4,62%, détaillée comme suit :

(En MDT)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Dépôts et avoirs de la clientèle 5 516,9 5 137,2 5 116,9 379,7 7,39

Emprunts et ressources spéciales 876,3 968,1 914,4 (91,8) (9,48)

Total Ressources Bilan 6 393,2 6 105,3 6 031,3 287,9 4,72

Billets de Trésorerie 102,5 103,8 103,0 (1,3) (1,25)

Total 6 495,7 6 209,1 6 134,3 286,6 4,62

Par ailleurs, l’encours des actions SICAV souscrites via le réseau, a enregistré une baisse de 78,0 millions de dinars passant de 360,7 millions de dinars à fin décembre 2017, à 282,7 millions de dinars à fin décembre 2018.

1-Dépôts et avoirs de la clientèle L’évolution des dépôts et avoirs de la clientèle a été impactée par les effets conjugués de la conjoncture économique, du resserrement de la liquidité et la mise en place d’une stratégie dynamique de collecte de dépôts.

Par forme, les dépôts s’établissent comme suit :(En MDT)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Dépôts à vue 1 618,9 1 605,2 1 386,4 13,7 0,85

Dépôts d’épargne 1 469,2 1 419,5 1 284,6 49,7 3,5

Dépôts à terme 2 284,3 2 009,5 2 334,1 274,8 13,68

Autres dépôts de la clientèle 144,5 103,0 111,8 41,5 40,29

Total 5 516,9 5 137,2 5 116,9 379,7 7,39

Par agent économique, les dépôts et avoirs de la clientèle se détaillent comme suit :(En MDT)

31/12/2018 (%) 31/12/2017 (%) 31/12/2016 (%)

Les institutionnels 572,8 10,38 500,3 9,74 760,1 14,85

Autres 4 944,1 89,62 4 636,9 90,26 4 356,8 85,15

Sociétés Privées 1 235,9 22,40 1 358,1 26,44 1 331,4 26,02

Particuliers et Divers 3 008,9 54,5 2 706,0 52,67 2 476,5 48,40

Non-Résidents 699,3 12,67 572,8 11,15 548,9 10,73

TOTAL 5 516,9 100,00 5 137,2 100,00 5 116,9 100,00

La quote-part des dépôts collectés auprès des institutionnels a atteint 10,4%, enregistrant ainsi une augmentation de 0,7% par rapport à fin décembre 2017.

Comparés à 2017, les placements à terme ont augmenté 274,8 millions de dinars, suite à la hausse des placements en dinars de 240,2 millions de dinars et des placements en devises de 34,6 millions de dinars.

Activity

At the end of December 2018, the total balance amounted to 8,813.1 million dinars, compared to 8,656.2 million dinars at the end of December 2017, reflecting an increase of 156.9 million dinars, i.e. 1.81%.

AMEN Bank’s activity was generally characterized by the following developments:

Decline of appropriations by 135.1 million dinars, i.e. 1.66%. Increase of resources by 286.6 million dinars, i.e. 4.62%. Net refinancing needs from the financial system of 721.5 million dinars, decreasing by 471.1 million dinars compared to the end of December 2017.

Resources

Outstanding resources mobilized by Amen Bank amounted to 6, 495.7 million dinars, reflecting a progress of 286.6 million dinars, i.e. 4.62%, broken down as follows:(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Customer’s deposits and assets 5 516.9 5 137.2 5 116.9 379.7 7.39

Loans and special resources 876.3 968.1 914.4 (91.8) (9.48)

Total Balance Sheet Resources 6 393.2 6 105.3 6 031.3 287.9 4.72

Treasury bills 102.5 103.8 103.0 (1.3) (1.25)

Total 6 495.7 6 209.1 6 134.3 286.6 4.62

Besides, outstanding SICAV shares subscribed through network dropped by 78.0 million dinars down from 360.7 million dinars at the end of December 2017, to 282.7 million dinars at the end of December 2017.1-Customer Deposits and Assets

The evolution of customers’ deposits and assets was impacted by the combined effects of economic conditions, tighter liquidity and the strategy implemented for receiving deposits.

The deposits are broken down by type as follows:(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Demand deposits 1 618.9 1 605.2 1 386.4 13.7 0.85

Saving deposits 1 469.2 1 419.5 1 284.6 49.7 3.5

Fixed-term deposits 2 284.3 2 009.5 2 334.1 274.8 13.68

Other deposits of customers 144.5 103.0 111.8 41.5 40.29

Total 5 516.9 5 137.2 5 116.9 379.7 7.39

Customer deposits and assets are broken down by economic agent as follows:(In MTND)

31/12/2018 (%) 31/12/2017 (%) 31/12/2016 (%)

Institutions 572.8 10.38 500.3 9.74 760.1 14.85

Others 4 944.1 89.62 4 636.9 90.26 4 356.8 85.15

Private companies 1 235.9 22.40 1 358.1 26.44 1 331.4 26.02

Individuals and others 3 008.9 54.5 2 706.0 52.67 2 476.5 48.40

Non-residents 699.3 12.67 572.8 11.15 548.9 10.73

TOTAL 5 516.9 100.00 5 137.2 100.00 5 116.9 100.00

The share of deposits received from institutions amounted to 10.4%, recording hence an increase by 0.7% p compared to the end of December 2017.

Compared to 2017, term investments increased by 274.8 million dinars, following the increase in dinar investments increased by 240.2 million dinars and foreign currency investments by 34.6 million dinars.

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ANNUAL REPORT AMEN BANK 2018 • 18

In addition, the increase of demand deposits by 13.7 million dinars was induced by the increase of demand in foreign currency worth 70.3 million dinars partially offset by the decrease in deposits of other regulated accounts by 2.6 million dinars and decrease in demand deposits in dinars and convertible dinars for 54.0 million dinars.

As for savings deposits, they recorded an increase of 49.7 million dinars resulting from the increase in savings deposits in dinars for 24.0 million dinars and savings deposits in foreign currencies for 25.7 million dinars.2-Bonds and Special Resources

Loans and special resources decreased by 9.8 million dinars i.e. 9.48%. They hence grow up from 968.1 million dinars at the end of December 2017, to 876.3 million dinars at the end of December 2018.(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Special resources 593.5 637.8 622.3 (44.3) (6.95)

Foreign lines 585.7 630.5 615.8 (44.8) (7.11)

Budget funds 7.8 7.3 6.5 0.5 6.85

Bond Loans 282.8 330.3 292.1 (47.5) 14.38)

Loans 274.2 322.1 285.4 (47.9) (14.87)

Related debts 8.6 8.2 6.7 0.4 4.88

TOTAL 876.3 968.1 914.4 (91.8) (9.48)

This variation is mainly explained by the following factors:

The amortization of AMEN BANK loans for 49.7 million dinars mitigated by the effect of the new private bond granted by the post office for 2.0 million dinars,

The decrease in outstanding special resources of 44.3 million dinars following repayments of due annual fees amounting to 95.3 million dinars, offset by new draws on the external lines of 51.0 million dinars.

3-Treasury Bills:At the end of December 2018, the outstanding balance of non-guaranteed.treasury bills amounted to 102.5 million dinars compared to 103.8 million dinars at the end of December 2017, reflecting a decrease of 1.3 million dinars.

Equities and Provisions

1-Equities (In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Business capital 132.4 132.4 127.3 - -

Reserves 652.6 572.2 516.6 80.4 14.05

Other equities 0.4 0.4 0.4 - -

Result 119.9 113.9 90.0 6 5.27

TOTAL 905.2 818.9 734.3 86.4 10.55

At the end of December 2018, Amen Bank’s equities amounted to 905.2 million dinars hence reflecting an increase of 86.4 million dinars i.e. 10.55%.

This increase mainly comes from the net profit as of 31 December 2018 for 119.9 million dinars, partially compensated by the distribution of dividends for FY 2017 amounting to 33.1 million dinars.

2-Provisions:Outstanding provisions after disposal and write-offs stood at 734.6 million dinars at the end of December 2018, up from 57.4 million dinars in 2017. This increase is due to the following factors:

An allocation to provisions on classified loans of 84.4 million dinars partially offset by the reversal of removed and written off provisions for an amount of 35.2 million dinars, i.e. a net impact in FY 2018 of 49.2 million dinars,

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A net allocation to collective provisions for 8.2 million dinars, including 5.1 million dinars for “Carthage Cement” relationship, in accordance with the request of the BCT,

A net allocation of 3.0 million dinars for securities, and A net recovery of 3.0 million dinars on outstanding provisions for risks, charges and other assets.

(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Provisions on receivables 642.8 585.4 593.3 57.4 9.81

Provisions on receivables by disbursements 641.4 584.2 530.5 57.2 9.79

Provisions allocated to classified receivables 395.7 373.0 410.8 22.7 6.09

Additional provisions 171.0 144.7 118.0 26.3 18.18

Collective provisions 69.6 66.5 62.8 3.1 4.66

Collective provisions for Carthage Cement 5.1 - - 5.1 100

Provisions on commitments by signature 1.4 1.2 1.7 0.2 16.67

Provisions allocated to securities 43.7 40.7 29.6 3 7.37

Provisions allocated to other assets, liabilities and for risks and charges 48.1 51.1 47.3 (3) (5.9)

TOTAL 734.6 677.2 670.2 57.4 8.48

Reserved Premiums:The total amount of reserved premiums increased from 201.6 million dinars in 2017 to 227.4 million dinars in 2018.

The net allocation for the year amounted to 48.0 million dinars. With a recovery of 22.2 million dinars of reserved premiums on sold and written off receivables, the variation of the reserved premiums amounts to 25.8 million dinars.

(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Reserved premiums on classified debts 187.8 156.4 203.2 31.4 20.1

Reserved premiums on non-classified debts 0.4 2.7 1.0 (2.3) (85.2)

Reserved premiums reserved for restructured commitments 0.4 1.7 1.7 (1.3) -

Reserved premiums in tourism 38.8 40.8 34.5 (2) (4.9)

TOTAL 227.4 201.6 240.4 25.8 12.8

AppropriationsThe overall outstanding amount of appropriations, net of provisions, reserved premiums and depreciations, dropped by 135.1 million dinars i.e. 1.66%, down from 8,129.1 million dinars at the end of December 2017 to 7 9940 million dinars at the end of December 2018.

This decrease results from the following factors:

A decrease of 144.5 million dinars of credits to customer, An increase of 5.8 million dinars of the securities portfolio and, An increase of 3.6 million dinars of fixed assets free of amortization.

(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Credits to customers 5 929.2 6 073.7 5 893.7 (144.5) (2.38)

Security portfolio 1 898.0 1 892.2 1 792.4 5.8 0.31

Fixed assets 166.8 163.2 120.9 3.6 2.21

TOTAL 7 994.0 8 129.1 7 807.0 (135.1) (1.66)

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1-Credits to Customers Credits to customers went down from 6,073.7 million dinars at the end of December 2017 to 5,929.2 million dinars at the end of December 2018, reflecting hence a decrease by 144.5 million dinars i.e. 2.38%.The following table shows the main components of this variation:

(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIA-TIONS (%)

Customers’ debit accounts 993.4 887.2 948.2 106.2 11.97

Other contributions to customers on ordinary resources 4 349.1 4 564.8 4 329.4 (215.7) (4.73)

Credits on special resources in foreign currency and in dinars 586.7 621.7 616.1 (35) (5.63)

TOTAL 5 929.2 6 073.7 5 893.7 (144.5) (2.38)

In addition, off-balance sheet signature commitments are as follows:(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIA-TIONS (%)

Deposits, endorsements and other guarantees 442.6 299.7 372.1 142.9 47.68

Import documentary credits 254.9 246.4 208.9 8.5 3.45

Confirmed export documentary credits 124.6 58.8 130.2 65.8 111.90

Granted financing commitments 441.9 234.2 207.6 207.7 88.68

TOTAL COMMITMENTS BY SIGNATURE IN FAVOR OF CUSTOMERS 1 264.0 839.1 918.8 424.9 50.64

Bank counter-guarantees and pending debit 264.5 293.7 144.8 (29.2) (9.9)

TOTAL COMMITMENTS BY SIGNATURE IN FAVOR OF BANKING INSTITUTIONS 264.5 293.7 144.8 (29.2) (9.9)

TOTAL CONTINGENT LIABILITIES 1 528.5 1 132.8 1 063.6 395.7 34.93

In terms of installments, Amen Bank’s commitments grew as follows:(In MTND)

TYPE OF CREDITS31/12/2018 31/12/2017 31/12/2016

AMOUNT % AMOUNT % AMOUNT %

Crédits à Court Terme 2 434.8 28.68% 2 366.8 30.21% 2 579.0 34.72%

Medium and long-term credits 4 526.1 53.31% 4 569.7 58.32% 4 268.3 57.46%

CREDITS BY DISBURSEMENT 6 960.9 82.00% 6 936.5 88.53% 6 847.3 92.18%

CREDITS BY SIGNATURE 1 528.5 18.00% 898.5 11.47% 581.0 7.82%

OVERALL TOTAL 8 489.4 100.00% 7 835.0 100.00% 7 428.3 100.00%

As of 31/12/2018, the bank included the financing commitments provided in the table of commitments.

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The credits granted by disbursement and by signature commitment are broken down by business sector as follows:(In MTND)

BUSINESS SECTOR 31/12/2018 % 31/12/2017 % 31/12/2016 %

I - Agriculture 120.4 1.42 118.2 1.51 126.5 1.70

II - Industry 1 874.9 22.09 1 570.4 20.04 1 603.0 21.58

Mining 45.5 0.54 23.9 0.31 24.8 0.33

Energy 62.8 0.74 32.0 0.41 33.5 0.45

Agro-food industry 290.2 3.42 263.2 3.36 261.2 3.52

Construction material 306.8 3.61 309.8 3.95 308.8 4.16

Mechanical and electrical industries = 316.2 3.72 275.9 3.52 279.3 3.76

Chemicals and rubber industries 392.5 4.62 232.2 2.96 223.9 3.01

Textile 21.4 0.25 20.4 0.26 31.9 0.43

Clothing and leather 58.9 0.69 60.1 0.77 61.6 0.83

Wood, cork and furniture 37.7 0.44 34.8 0.44 41.6 0.56

Paper, printing and various industries 206.5 2.43 189.7 2.42 175.0 2.36

Construction and public works 136.4 1.61 128.4 1.64 161.4 2.17

III - Services 6 494.1 76.50 6 146.4 78.45 5 698.8 76.72

Transport and telecommunications 374.2 4.41 447.0 5.1 406.5 5.47

Tourism 664.2 7.82 662.7 8.46 704.0 9.48

Agribusiness 127.3 1.50 115.3 1.47 116.1 1.56

Trade in building materials 139.3 1.64 127.5 1.63 125.1 1.68

Trade in hardware and related business 366.1 4.31 259.7 3.31 271.3 3.65

Textile and leather trade 67.1 0.79 66.8 0.85 77.0 1.04

Various trade 421.9 4.97 412.1 5.26 420.6 5.66

Health 260.1 3.06 238.6 3.05 212.0 2.85

Finance 947.8 11.16 683.7 8.73 318.2 4.28

Leisure and culture 67.0 0.79 57.8 0.74 54.8 0.74

Real estate development 1 023.2 12.05 1 080.8 13.79 1 097.5 14.77

Individuals 1 922.2 22.64 1 820.6 23.24 1 728.5 23.27

Various 113.7 1.34 173.8 2.22 167.2 2.25

TOTAL 8 489.4 100.0 7 835.0 100.0 7 428.3 100.00

Bank commitments are distributed by class as follows:(In MTND)

NATURE FORMULE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Classified commitments C0 and C1 a 7 210.8 6 652.6 6 284.0 558.2 8.39

Classified commitments C2, C3, C4 and C5 b 1 182.4 1 144.3 96.2 8.14

Total commitments c=a+b 8 489.4 7 835.0 7 428.3 654.4 8.35

Premiums reserved to classified commitments x 187.8 156.4 203.1 31.4 20.08

Provisions allocated to classified commitments y 568.1 518.9 530.5 49.2 9.48

Total provisions and reserved premiums on classified receivables z=x+y 755.9 675.3 733.6 80.6 11.94

Coverage rate of classified commitments z/b 59.12% 57.11% 64.11% 2.01 3.51

Classified commitments C2, C3, C4 and C5 excluding reserved premiums d=b-x 1 090.8 1 026.0 941.2 64.8 6.32

Coverage rate of commitments excluding reserved premiums wy/d 52,08% 50,57% 56,36% 1,51 2,98

Rate of classified commitments b/c 15,06% 15,09% 15,40% (0,03) (0,2)

Coverage rate of all commitments w/c 10,25% 10,05% 11,22% 0,21 2,05

The rate of classified debts is of 15.06% compared to 15.09% at the end of December 2017.As for the coverage rate of classified debts, it amounted to 59.12%, vs. 57.11% at the end of December 2017.The coverage rate of classified debts excluding reserved premiums amounted to 52.08%, compared to 50.58% at the end of December 2017.

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2-Securities Portfolios

2-1 Commercial Securities Portfolio

At the end of December 2018, commercial securities portfolio amounted to 285.6 million dinars dropping hence to 245.1 million dinars, as can be observed in the table below:

(In MTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

T-Bills investment and transaction 31.2 316.7 370.0 (285.5) (90.1)

T-Bills under repurchase agreement 58.2 - - 58.2 1.0

Bond investment loans 179.5 201.7 211.8 (22.2) (11.0)

Investment securities with variable income 16.7 12.3 17.4 4.4 35.8

TOTAL 285.6 530.7 599.2 (245.1) (46.2)

T-Bills transaction and placement outstanding balance dropped by 227.3 million dinars compared to the end of 2017. This decrease is due to the reclassification of part of this portfolio as investment securities. This reclassification is part of the Bank’s strategy to focus on long-term sovereign debt holdings.

Regarding the bond business, the change in the outstanding amount is due to the subscription to private loans for 28.8 million dinars offset by repayments for an amount of 38.9 million dinars and transfers for 12.1 million dinars.

Variable-income securities recorded an increase of 4.4 million dinars.

2-2 Investment Securities Portfolio

The investment security portfolio amounted to 1,612.4 million dinars recording hence an increase of 250.9 million dinars i.e.18.43% compared to the end of 2017

The detailed composition of the investment security portfolio is as follows:

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATIONS (%)

Investment securities 1 336.4 1 082.0 893.8 254.4 23.51

T-Bills 927.6 756.4 623.4 171.2 22.63

Managed funds 402.3 318.9 264.3 83.4 26.15

Bond issues. - 0.2 0.6 (0.2) (100)

Equity securities 6.5 6.5 5.5 - -

Equities 134.9 131.7 96.1 3.2 2.43

Shares in group’s companies 109.6 117.3 171.8 (7.7) (6.56)

Investments with retrocession agreement 31.5 30.5 31.6 1.0 3.28

TOTAL 1 612.4 1 361.5 1193.3 250.9 18.43

The variation of investment securities portfolio is primarily caused by the following factors: Reclassification of part of T-Bills portfolio of transactions and of investments in investment securities, The increase in managed funds of 83.4 million dinars, resulting mainly from the launch of two new managed funds AMEN BANK 2018.

3-Fixed AssetsDepreciation-free fixed assets grew from 163.2 million dinars at the end of December 2017 to 166.8 million dinars at the end of December2018 due to depreciation charges amounting to 7.7 million dinars.This increase is mainly explained by = the acquisition of non-operating properties in the context of debt collection.

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4- Analysis of AMEN BANK Stock Price as of 31/12/2018:

4-1 Share Price Movement:

AMEN BANK share price as at December 31 2018 recorded a yield of 19.30%, thus closing at 27.80 dinars vs. a 10.59% rise in the banking sector, 15.76% for Tunindex and 15.09% for Tunindex20

4-1 Traded Volumes:The transaction volume of the AMEN BANK share at 31 December 2018 amounted to 17.19 million dinars, i.e. 0.99% of the annual volume of the Tunisian Stock Exchange.

Regulatory Ratios.

1-Short Term Ratio STRAt the end of December 2018, the STR short term cash ratio amounted to 126.8% exceeding the legal ration set at 100,00% by the BCT.

2-Concentration and Risk Division Ratios:

At the end of December 2018, all ratios related to risk division and concentration complied with prudential rules defined by the legislation in force.No holding contracted commitments exceeding the 25% ratio of equities, which is the ceiling defined by the BCT.

Besides, the situation of commitments at the end of December 2018 did not include any outstanding risk on the same beneficiary exceeding 15% of Amen Bank’s equities.

Similarly, risks taken on individuals connected to AMEN BANK pursuant to Article 43 of Law 2016-48 amounted to 224 163 KTND, representing 20.27% of net equities vs a regulatory rate capped at 25%.

Additionally, the total amount of risks contracted on beneficiaries, where individual commitments are equal to or exceeding 5% of the net equities, reached 127 292 KTND, i.e. 11.51% of net equities, vs a regulatory ceiling of 300%.

3-Capital Ratio

The capital ratio amounted to 14.6% at the end of December 2018, vs. a regulatory ratio of 10%.

At the end of December 2018 and in accordance with the requirements of the new circular on equity adequacy standards, the risks incurred for operational risk, market risk and counterparty risk on derivative instruments amounted to 642.9 million dinars, 127.9 million dinars and 15.0 million dinars, respectively.

Taking into consideration the net base equities only (excluding additional equities), the TIER I ratio was of 10.4%, vs. a minimum regulatory ration of 7%.

4-“Loan / Deposit” RatioIn accordance with the provisions of BCT Circular 2018-10, banks are required to respect a “Loan / Deposit” ratio not exceeding a limit of 120%.

Banks with a “Loan / Deposit” ratio of more than 120% at the end of the quarter must take the necessary measures to reduce their ratio by the end of the following quarter under the following conditions:

QUARTER RATIO REDUCTION TO BE APPLIED

Loan / Deposit 122% 2%

120 %< Loan / Deposit< 122% Percentage needed to reduce the following quarter’s ratio to120%

At the end of December 2018, the “LTD” ratio stood at 131.03% compared to 133.81% on 30/09/2018 i.e. a reduction of 278 basis points, which is in compliance with the provisions of the aforementioned circular.

Given the sale & write-off transaction, the “LTD” ratio amounts to 129.94% as of 31/12/2018.

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RESULTSAMEN BANK achieved a turnover of 829.1 million dinars, vs. 717.0 million dinars in 2017, corresponding to an increase of 112.1 million dinars or 15.64%.

At the same time, banking operating expenses increased by 97.5 million dinars or 27.32%, which allowed the net banking income to increase by 14.6 million dinars or 4.06%.

The main indicators of the income statement as of 31 December 2018 are as follows:(In K TND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Turnover 829 094 716 968 621 723 112 126 15.64

Operation general charges 454 362 356 866 327 860 97 496 27.32

Net banking income 374 732 360 102 293 863 14 630 4.06

Net income 119 970 113 911 90 006 6 059 5.32

I/- Bank operating productsDuring 2018, bank operating products increased by 112.1 million dinars i.e. 15.64%, detailed as follows:

(In K TND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Interests and related revenues 578 354 479 716 433 030 98 638 20.56

Received commissions 100 753 91 362 81 886 9 391 10.28

Revenues from security portfolio and financial transactions 149 987 145 890 106 807 4 097 2.81

BANK OPERATING PRODUCTS 829 094 716 968 621 723 112 126 15.64

1/- Interests and Assimilated RevenuesInterests and assimilated revenues received in 2018 totaled 578.4 million dinars e, taking into account a net allocation of reserved premiums amounting to 48.0 million dinars, vs. 31.5 million dinars one year before. They are broken down as follows:

(In K TND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Interests and revenues on banking and financial institutions and on the BCT

14 387 5 595 9 051 8 792 157.14

Transactions with customers 541 000 459 453 409 394 81 547 17.75

Other interests and revenues 22 967 14 668 14 585 8 299 56.58

TOTAL INTERESTS AND ASSIMILATED INCOME

578 354 479 716 433 030 98 638 20.56

Income earned on transactions with banks and financial institutions and the BCT increased by 8.8 million dinars, mainly induced by the rise in earned incomes on credits granted to financial institutions.

Revenues generated by operations with customers totaled 541.0 million dinars in 2018, vs. 459.5 million dinars in 2017, reflecting an increase by 81.5 million dinars i.e. 17.75%. This increase comes mainly as a result of the following combined factors:

An increase of the period’s average MMR by 36.70% i.e. 175 basis points, An increase in the average interest rate of the Euro by 6.53% and the average interest rate of the US Dollar by 79.54%.

The increase in other income and interest of 56.58% is explained in particular by the increase in the interest rate differentials received on foreign exchange forward transactions.

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2/- Received Commissions Received commissions amounted to 100.8 million dinars, vs. 91.4 million dinars in 2017, recording hence an increase of 9.4 million dinars i.e. 10.28%.

(In KTND T)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Commissions on checks, instruments, transfers and account management 60 292 52 250 46 043 8 042 15.39

Commissions on management, studies and commitment 9 997 11 054 10 587 (1 057) (9.56)

Commissions on e-money transactions 11 616 9 505 8 537 2 111 22.21

Commissions on external trade and currency exchange 6 564 6 774 6 437 (210) (3.10)

Commissions on digital banking 5 401 4 347 3 940 1 054 24.25

Commissions on placements and securities 2 256 2 460 2 588 (204) (8.29)

Commissions on bank insurance 2 221 2 852 2 433 (631) (22.12)

Commission on business banking 504 332 35 172 51.81

Other commissions (releases of Bank Guarantees, inheritance…) 1 902 1 788 1 286 114 6.38

TOTAL RECEIVED COMMISSIONS 100 753 91 362 81 886 9 391 10.28

The increase in commissions is mainly explained by the increase in fees collected on payment methods, on the electronic banking business and on digital banking, mitigated by lower management, research and engagement fees and bank insurance fees.

3/- Product of Security Portfolio and Financial Transactions

Revenues generated by security holding portfolios (commercial and investment security holdings and financial operations) reached 150.0 million dinars vs 145.9 million dinars in 2017, hence an increase of 4.1 million dinars i.e. 2.81%.

(In KTND T)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Profit on commercial security portfolio and on financial operations 71 512 82 385 49 800 (10 873) (13.20)

Profits on investments security portfolio 78 475 63 505 57 007 14 970 23.57

TOTAL INCOME FROM SECURITY PORTFOLIO AND FINANCIAL OPERATIONS 149 987 145 890 106 807 4 097 2.81

3-1 Earnings on trade security holdings and financial transactions:

Revenues on commercial security holdings and financial operations amounted to 71.5 million dinars in 2018, vs. 82.4 million dinars in 2017, representing a decrease by 10.9 million dinars, mainly driven by:

The increase in gains on foreign exchange transactions and income from the investment securities portfolio, The decrease in the amount of interest on treasury bonds and investment and transaction bonds following the reclassification of a portfolio of securities held for sale into investment. This reclassification is in line with the Bank’s strategy and reflects its intention to hold sovereign securities for the long term.

The evolution of earnings on trade securities holdings and financial transactions is detailed in the table below:( In KTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Revenues generated by securities portfolio and trading fixed income (BTA, BTC and bond Loans)) 22 343 37 261 29 997 (14 918) (40.04)

Revenues generated by investment securities portfolio with variable income 2 246 1 330 591 916 68.87

Net earnings on spot foreign exchange 40 560 38 364 15 747 2 196 5.72

Net earnings on FX BBE and other currency gains 6 363 5 430 3 465 933 17.18

EARNINGS ON TRADEE SECURIETIES AND FINANCIAL TRANSACTIONS 71 512 82 385 49 800 (10 873) (13.20)

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Earnings on investment security portfolioRevenues from investment security portfolio amounted to 78.5 million dinars in 2018, thereby reflecting an increase of 15.0 million dinars compared to 2017.

Revenues from investment security portfolio are broken down as follows:(In KTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Interests and assimilated revenues on investment securities portfolio: 60 884 47 110 43 184 13 774 29.24

BTA 55 237 41 839 32 363 13 398 32.02

Managed funds 5 163 4 770 10 436 393 8.24

Bond loans and equity securities 484 501 385 (17) (3.39)

Dividends and assimilated revenues on investment securities: 17 591 16 395 13 823 1 196 7.29

Equity securities 4 514 2 560 3 235 1 954 76.33

Shares in related and associated companies 12 990 13 835 10 436 (845) (6.11)

Shares in companies with retrocession agreement 87 - 152 87 100

TOTAL REVENUES OF INVESTMENT SECURITY PORTFOLIO 78 475 63 505 57 007 14 970 23,57

The rise of interests and assimilated revenues generated by investment securities (BTA, bond loans, equity securities and managed funds) can be accounted for by the following combined factors:

The 13.4 million dinars increase in interests on BTA, after reclassifying a portfolio of securities held for sale into investment securities, The 1.2 million dinars increase in dividends and similar income on investment securities.

II- Bank operating chargesBank operating charges increased by 97.5 million dinars i.e. 27.32%, going up from 356.9 million dinars in 2017 to 454.4 million dinars in 2018.

The components of bank operating charges are shown in the table below:(In KTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Operations with banking financial institutions and the BCT 91 475 57 777 36 533 33 698 58.32

Operations with customers 245 223 201 974 211 352 43 249 21.41

Loans and special resources 35 499 33 837 29 894 1 662 4.91

Interests charged on loans 21 978 20 530 14 930 1 448 7.05

Interests charged on special resources 13 521 13 307 14 964 214 1.61

Other interests and charges 71 029 52 873 42 101 18 156 34.34

- Interest rates differential on term and SWAP exchange transactions 52 834 35 617 29 702 17 217 48.34

- Term exchange operations 6 038 833 2 275 5 205 624.85

- SWAP 46 796 34 784 27 427 12 012 34.53

- Coverage commissions against exchange risks and other commissions on external lines s 18 195 17 256 12 399 939 5.44

TOTAL INTERESTS AND ASSIMILATED CHARGES 443 226 346 461 319 880 96 765 27.93

OUTSTANDING COMMISSIONS 11 136 10 405 7 980 731 7.03

TOTAL BANK OPERATING EXPENSES 454 362 356 866 327 860 97 496 27.32

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The increase of borne interests and similar charges by 96.8 million dinars i.e. 27.93% can be explained by the following combined factors:

The increase in charges on interbank loans and with the BCT, related to the increase in the use of refinancing, namely resulting from the rise of the policy rate,

The increase in charges on SWAP foreign exchange transactions,The 36.70% rise of the period’s average MMR, i.e. 175 basis points,

The rise in the average interest rate of the Euro of 6.53% and the average interest rate of the US Dollar of 79.54%.

Taking into account the balance sheet outstanding liabilities, the average cost of resources stood at 5.77% against 4.62% in 2017. The average cost of the analytical resources calculated on the basis of the monthly average reached 4.88%, without taking into account FX risk premium, vs. 4.00% in 2017.

The average performance of balance credits amounted to 9.34% vs. 7.78% in 2017. As for the average analytical yield of all categories of credit and calculated on average capital, it reached 9.06% (8.66% net of premiums) in 2018 against 7.56% * in 2017 (7.30% net of premiums).

Thus, the balance net interest margin grew from 3.16% in 2017 to 3.58% in 2018. As for the analytical interests net margin, it increased from 3.57% (3.3% net of fees) in 2017 to 4.18% (3.78% net of fees) in 2018.(*) reprocessed for comparability purposes

III– NET BANKING INCOME The Net Banking Income amounted to 374.7 million dinars vs. 360.1 million dinars in 2017, i.e. an increase of 14.6 million dinars, i.e. 4.06%.

(In KTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Interest margin 135 128 133 255 113 150 1 873 1.41

Margin on commissions 89 617 80 957 73 906 8 660 10.70

Revenues on securities and financial operations 149 987 145 890 106 807 4 097 2.81

NBI 374 732 360 102 293 863 14 630 4.06

Turnover 829 094 716 968 621 723 112 126 15.64

NBI / TURNOVER (%) 45.20 50.23 47.27 (5.03) (10.01)

R When related to the Net Banking Income, these margins:(In KTND)

NATURE 31/12/2018

SHARE IN NBI IN % 31/12/2017

SHARE IN NBI IN % 31/12/2016

SHARE IN NBI IN %

Interest margin 135 128 36.06 133 255 37.00 113 150 38.50

Margin on commissions 89 617 23.91 80 957 22.48 73 906 25.15

Revenues on securities and financial transactions 149 987 40.03 145 890 40.51 106 807 36.35

NBI 374 732 100.00 360 102 100.00 293 863 100.00

IV–OPERATING EXPENSES Operating expenses amounted to 147.0 million dinars in 2018 vs. 122.0 million dinars the previous year, i.e. an increase of 20.54% representing 25.1 million dinars. These expenses are broken down as follows:

(In KTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Personnel expenses 102 275 92 307 81 852 9 968 10.80

General operating expenses 37 025 22 598 19 870 14 427 63.85

Allocations to depreciation and provision to fixed assets 7 744 7 088 6 930 657 9.26

TOTAL OPERATING EXPENSES 147 044 121 993 108 652 25 052 20.54

NBI 374 732 360 102 293 863 14 630 4.06

OPERATING RATIO (%) 39.24 33.88 36.97 5.36 15.83

Operating ratio excluding depreciation (%) 37.17 31.91 34.62 5.26 16.5

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Excluding the contribution to the bank deposit guarantee fund, general operating expenses totaled 24.4 million dinars, representing an increase of 1.8 million dinars or 7.99% compared to 2017.

The operating ratio reached 39.24% in 2018, compared to 33.88% for the same period of 2017 representing an increase of a year-on-year 5 percentage points. This increase mainly results from the following factors:

The increase in staff costs of 9.9 million dinars or 10.80%, justified by the cumulative effects of the new IDR (Retirement Allowance) contract, the sectoral increase and advancements. Excluding the expense related to the IDR contract, the operating ratio would be 38.78% in 2018,

The increase in general operating expenses of 14.4 million dinars or 63.85%, mainly due to the recognition of the contribution to the bank deposit guarantee fund. Excluding this charge, the operating ratio would be 35.87% in 2018.

The operating ratio excluding depreciation reached 37.17% in 2018, vs. 31.91% in 2017. Excluding the contribution to the bank deposit guarantee fund and the IDR, it would be 33.35%.

V– GROSS OPERATING INCOME The gross operating income, excluding endowment to provisions, value corrections, tax and endowment to depreciation, earnings generated by ordinary elements, taxes and exceptional contributions amounted to 237.7 million dinars, showing a decline of 9.1 million dinars i.e. 3.70% compared to 2017.

Excluding the contribution to the bank guarantee fund and the retirement indemnity, gross operating income would have reached 252.1 million dinars, an increase of 5.2 million dinars or 2.11% compared to 2017.

An allocation to provision of 88.9 million dinars and a depreciation allowance of 7.7 million dinars have been allocated from this gross income. The corporate tax amounted to 15.7 million dinars.

VI– NET INCOME OF THE FISCAL YEAR The net income achieved by the bank increased by 25.32%, i.e. an increase from 113.9 million dinars the previous year to 119.9 million dinars.

(In KTND)

NATURE 31/12/2018 31/12/2017 31/12/2016 VARIATION %

Operating income 143 404 127 809 99 726 15 595 12.20

Balance in gain / loss from ordinary items (5 947) 2 054 957 (8 001) (389.53)

Taxes on profits (15 701) (13 958) (4 296) (1 743) 12.49

Balance in gains / loss from extraordinary items (1 786) (1 994) (6 381) 208 (0.10)

NET INCOME 119 970 113 911 90 006 6 059 5.32

Equities average yield (%) 16.1 16.2 14.0 (0.1) (0.62)

Assets average yield (%) 1.4 1.3 1.1 0.1 7.69

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A M E N B A N K CORE BUSINESS

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3/ AMEN BANK CORE BUSINESS3-1/ Banking Activities

Electronic Financial Transactions2018 witnessed major growth in electronic financial transactions. Commissions generated by this activity grew by 11.6 million dinars, reflecting hence an increase of 22.2%.

During 2018, the bank launched a new “White-EMV” card, based on a 100% Tunisian chip and totally secure.

This new card was introduced in order to privilege Tunisian know-how and encourage the consumption of Tunisian products (# Consomme619).

As for ATM movements, they grew from 646.8 million dinars in 2017 to 750.4 million dinars in 2018, i.e. an increase of 16.2%. During 2018, the number of ATMs reached the number of 192 units including 19 offsite.

Besides, the transactions carried out on affiliate payment terminals amounted to 163.1 million dinars, recording hence a progress of 22.4% compared to the previous year.

Commercial Transactions

New Products and Services

As part of the consolidation of its sales promotion policy and in order to broaden its customer base and improve its equipment rate in products and services, AMEN BANK launched in 2018, a global recovery action, which involved the entire network with regular monitoring of each agency’s sales efforts in terms of opening accounts and selling products.

At the same time, AMEN BANK launched an outreach campaign with all the branches to boost the collection of resources.

Furthermore, and in order to reinforce its commercial strategy aimed at putting the customer at the center of its concerns, AMEN BANK has supported its commercial effort, through the improvement of the CRM solution, put in place since 2016. In this context, it has developed a monitoring and support system for the network with the aim of improving the CRM adoption and expertise.

In addition, AMEN BANK enriched its offer with new products and services in 2018:

Salary Card

AMEN BANK offered its corporate customers a new version of the “Salary Card” which is a prepaid card supplied monthly, or at any other frequency agreed in advance, by order of the employer, of the amount of the employee’s salary. This new version was proposed with a 100% Tunisian chip.

Tayara Platinum Card

AMEN BANK enriched its Tayara Tourist Allowance card, with a range of new services, to meet the specific needs of its customers and improve its services.The “Tayara Platinum” card becomes an precious tool for organizing and enjoying trips abroad.

Campus Plus

AMEN BANK launched a new Bancassurance product “CAMPUS PLUS” with the HAYETT Insurance Company to further its strategy of enriching its products for its private customers, which is an advantageous solution to allow customers to finance, at their own pace, the university studies of their children and thus facilitate their transition to working life.

Loyalty Building and Communication Actions

As part of its ongoing innovation policy and in order to meet the needs of new customers eager to be exclusively connected remotely, AMEN BANK launched, during the 4th quarter of 2018, a major campaign relating to AMEN First Bank, the 1st bank 100% online in Tunisia, launched since 2015. This communication campaign was supported by a promotional offer on the occasion of the third anniversary of AMEN First Bank.

In addition, and rewarding its action to cope with the cyber security risks that threaten digital banking AMEN BANK was granted the prestigious international ISO / IEC 27001 security certification, on all of its digital banking platforms.

Furthermore, taking care to consolidate its relations with Universities and Faculties and to establish a relationship of trust and proximity with young Tunisian students, AMEN BANK strengthened its partnerships with Tunisian private and public universities

In addition, other communication activities were carried out, including the sponsorship of several socio-cultural and sports activities.

AMEN BANK also continued, for the sixth consecutive year, its sponsorship of “Flash Change”, a radio program aired on Express FM, which presents a daily analysis of major currencies and gives a brief overview of the situation in international financial markets.In order to support its Corporate Social Responsibility (CSR) strategy, several actions were carried out, including the sponsorship of the Blue Season, aimed at gathering from mid-June to mid-October 2018, under the label of the Blue Season, several initiatives or events, highlighting the exceptional maritime potential of Tunisia.

AMEN BANK has also been the preferred partner of many large institutions, such as the Tunisian Italian Chamber (CTICI) and the Tunisian German Chamber (AHK).

International Activity At the end of FY 2018, the volume of managed transactions amounted to 5,714 million dinars, reflecting an increase of 15.9% compared to 2017. This increase is due mainly to import commercial transactions, which grew by 12.1%, export transactions which grew by 19.9% and financial transactions which grew by 14.9%.

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Domiciliation of foreign trade securities increased in volume by 11.7%, reaching 3 110 million dinars.

Ordered financial transactions increased by 16.1% and received financial transactions increased by 13.9%.

Foreign currency external trade financing dropped by 19.1% as a result of the continuous devaluation of the dinar, which prompted most foreign trade operators prefer to resort to local dinar financing.AMEN BANK continued its dynamic policy of mobilizing external resources the outstanding amount of which reached 585.7 million dinars. The mobilized funds come from new draws on AFD, AFESD and the aid-program line granted to Tunisia by Italy.

The decrease in outstanding special resources in 2018 of 44.3 million dinars is caused by the repayments of due annuities for an amount of 95.3 million dinars and was partially offset by the new draws on the external lines amounting to 51 million dinars.

Capital Market

FY 2018 year ended with a positive evolution of the all market activities, including consulting and financial engineering.

Foreign Currency Exchange Considered to be one of the largest market makers in the area, AMEN BANK’s FX transactions has shown remarkable growth in its achievements, with respectively a 19% increase in the volume traded and a 6% improvement of the result.

This increase, achieved in a difficult environment, was partly supported by a significant increase of 19.3% in the volume traded on the interbank market and a consequent increase of 14.5% in the turnover of customers of other banks.

Manual Foreign Exchange

Like foreign exchange on accounts, manual foreign exchange recorded a significant increase of 17% in its foreign exchange result, thanks to the involvement of the entire network and a rigorous and optimized management of bank note stocks.

Sovereign Security Holding and SVT

Major player in the field with more than 19% of market share, SVT activity continues to provide stable revenues. As for AMEN BANK’s sovereign security portfolio, it recorded an 8% growth of average capital at the end of 2018.

Bond Portfolio

Pursuing the consolidation of the portfolio through a better reallocation of resources, AMEN BANK improved the yield of the bond portfolio by 4.49% despite a decrease of the outstanding amount of 5.6%.

Stock Market Portfolio Despite a mixed year for the Tunis Stock Exchange, the AMEN BANK equity portfolio outperformed in 2018 recording a yield of 21.23%.

Foreign Currency Deposits Thanks to a commercial effort of supervision and advice for international customers and more particularly nonresidents, outstanding foreign currency deposits by customers increased significantly by 11.5%, which in turn increased the share of AMEN BANK’s foreign currency deposits to 20.3%.

Investment Bank Activity

2018 was a landmark year for the investment banking business as a new growth driver, through a diversification of the forms of intervention and a coverage of specific needs of several sectors of economic activity.The Investment Banking division signed and implemented 14 agreements covering several economic sectors with high growth potential, with a primary mission of equity fundraising. This remarkable effort to develop the activity was crowned by a 49% increase in revenues.

Depositary Activities and Securities

Depositary Business

For the custodian component, AMEN BANK consolidated its leading market position as the largest custodian of the market, in terms of the number of deposited UCIs and assets.

The number of UCITS deposited at AMEN BANK was 41, divided between 10 SICAVs and 31 mutual funds, totaling a net asset of 1,232.1 million dinars. AMEN BANK’s market share is 33% in terms of number and 31% in terms of net assets deposited.

AMEN BANK is also depositary for 13 venture capital funds and distributes 6 SICAVs through its branch network.

AMEN BANK Security

The financial indicators of AMEN BANK security as of 31/12/2018 are as follows:

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INDICATORS 2018 20172018/2017ABSOLUTE VARIATION (%)

Rate of Amen Bank’s share(in dinars) 27.80 24.35 3.45 14.2

Equities (after allocation)/by share 32.8 29.7 3.10 10.4

Price Earnings Ratio (PER) 6.1 X 5.7 X 0.40 7.0

Profit per share(in dinars) 4.530 4.302 0.23 5.3

Stock capitalization (in million dinars) 736.2 644.8 91.4 14.2

Equities (in million dinars) 905.3 819.0 86.3 10.5

Stock capitalization /equities (%) 0.8 X 0.8 X 0.0 0.0

Dividends/Rate (%) 4.9 5.1 -0.2 -3.9

Dividend/Nominal (%) 27.0 25.0 2.0 8.0

The following table shows stock data concerning the evolution AMEN BANK’s share during 2018:

Highest rate of Amen Bank share (in dinars) 32.00

Lowest rate of Amen Bank share (in dinars) 23.00

Global exchanged quantity 640 048

Number of transactions performed 3 632

Exchanged capitals (in thousand dinars) 17 193

Liquidity Contract

The liquidity of Amen Bank’s shares and their regular rating are based on a liquidity contract implemented by the main shareholders. The liquidity contract is monitored by the stock exchange broker: Amen InvesT.

At its most recent closure, i.e. on 20/10/2018, the contract was made up of 108 218 AMEN BANK’s securities and 1,426,128.081 dinars of liquidity.

AMEN BANK’s main shareholders implemented as of 22/10/2018 a new contract to ensure the liquidity of Amen bank shares and their regular quotation. This contract is made up of 40,000 Amen Bank securities and 1,000.000 dinars in liquidity.

3-2/ Information System, Risk Management and

Social Management

Information SystemDuring 2018, AMEN BANK undertook a series of projects within the framework of its 2016-2020 strategic plan, aimed in particular at optimizing existing processes, setting up new products, controlling risks and strengthening the security of its information system.

The EMERAUDE agency management system has undergone several improvements aimed at securing branch operations, strengthening internal control and simplifying a number of tasks, thus making it possible to steer the branch further towards the sale of products.

In the area of risk management and in application of the regulatory provisions of the Central Bank of Tunisia, an internal rating system for companies was developed.

Similarly and in the context of the reinforcement of the credit risk management system in accordance with good practice, a new delegate scheme was set up, in which the Risk Management Department was involved, to objectively assess the risk with respect to customers, receivables and transactions deemed to be at risk.

As part of the new project to overhaul Reporting led by the Central Bank of Tunisia, an optimal solution was developed allowing the generation, control and validation of accounting, prudential and statistical reporting in accordance with the technical specifications defined by the BCT.

At an international level, several actions were undertaken, including the update of the guaranteed bonds management application and the improvement of the “Issued International Guarantee” module.

On the bancassurance side and following the launch of the new product “CAMPUS PLUS”, which allows subscribers to build savings to finance their children’s higher education, the “Bancassurance” module was enriched by specific features enabling the implementation of “CAMPUS PLUS” contracts.

As part of the consolidation of its market share and the widening of the range of its products, AMEN BANK entered into a partnership, with the company of the Tunisie Leasing and Factoring group, concerning the marketing of the leasing product offer through the Bank’s branch network. To this end, an application was developed to manage leasing financing files via a workflow involving the bank’s structures and those of Tunisie Leasing and Factoring.

In addition, a new Sésame Plus card, with overdraft authorization valid only for ATM withdrawals, was launched to encourage customers to carry out their withdrawal operations at the ATM and thus lighten the pressure on branches.

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At the level of digital banking, the bank has implemented a set of improvements allowing the subscription and redemption of all types of Sicav and the delivery of checks via @mennet, which lightens the workload at the level of branches

In terms of infrastructure and network, a new secure network infrastructure, easily integrated with the central site infrastructure, was deployed for the back-up site, allowing not only data replication but also migration of applications to the backup site.

In terms of information security, the bank is engaged in a process of continuous improvement, by adopting international standards and best practices in this area, in particular by setting up an Information Security Management System (ISMS) and the ISO / IEC 27001 security certification of the bank’s digital platform (@mennet, AMEN First Bank and AMEN Mobile) by the independent certifying body Tüv Rheinland Maghreb.

Risk ManagementAMEN BANK continues the development of its risk management system in accordance with prudential requirements and Basel good practices with the aim of improving its risk-profitability profile and in compliance with the legal provisions and financial covenants signed with external donors.

Governance and Organization of Risk Management

The organization of Amen Bank’s risk management is based on a risk management general policy and risk comitology supported by the Board of Directors and the Supervisory Board namely with the Higher Risk and Capital Committee with its three sub-committees: ALCO, capital and operational risks. The general policy defines the risk management principles within Amen Bank. It is designed to identify possible events that are likely to affect the situation of Amen bank and to manage risks within predefined limits.

The organization of the Risk Central Department is organized according to risk typology as follows::

A division of “Credit or counterpart risk”, which ensures a permanent control of the respect of the commitment and credit limits as well as the follow-up of the evolution of the overall quality of the credit risks.

A division of “ ALM market risk - “ which ensures the control of compliance with the market limits set for ALM and on own account, relating to market risk, liquidity risk, settlement risk and balance sheet risk.

A division of “Operational Risks and Emerging Risks and Compliance” which ensures the design and implementation of the operational risk management system and the management of all emerging risks and non-compliance risks.

A division of “Cross-sectional monitoring of risks and tools and methods” which defines the tools and methods necessary for risk management and the production of economic and regulatory capital.

Credit Risk

In a context characterized by the slowdown in economic activity, the tightening of liquidity and the deterioration in the quality of creditors, AMEN BANK has continued its rigorous credit risk management policy.

This policy is essentially based on the introduction of a new culture and new management processes that have been adopted at several levels:

- Application of risk/profitability trade-off approach in the study of new financing opportunities while prioritizing issues ensuring a balance between risk, coverage and profitability,

- Daily follow-up of the evolution of the bank’s portfolio quality associated with specific corrective actions.

- Appreciation and adequate assessment of the cost of risk as well as the risk incurred by the bank to comply with the regulatory provisions in terms of capital requirements.

AMENBANK also continued the development and improvement of its internal rating system by developing models for CORPORATE and SMEs as well as specific models sectors with a non-traditional business cycle.

Market Risk & ALM

AMEN BANK ensures the introduction of a risk vision that takes into account the bank’s challenges in terms of controlling Assets-Liabilities risks. Through its ALM function, the bank has put in place an Assets-Liabilities management system based on two approaches: second-level control and dynamic management.

Through its role as second-level controller of the Assets-Liabilities risks, the ALM function issues alerts and recommendations regarding the evolution of the different risk indicators.

The role of dynamic management of the asset-liability risks is materialized in particular by the forecast studies and the anticipation of the evolutions of the risk indicators. As a result, the bank regularly produces a forecast LCR that allows for timely alignment of LCR developments and thus facilitates its compliance. AMEN BANK also estimated the capital consumption of market risks.

In terms of risk profile, 2018 was marked by the improvement of the liquidity and market risk profile. The liquidity pressure eased slightly despite the onset of a downward trend in outstanding refinancing with the BCT.

AMEN BANK was successful in improving the match between appropriations and resources and the compliance of LCR and credit / deposit regulatory ratios. This is mainly results from the bank’s efforts in the collection of more stable resources and monitoring of credit granting.

In terms of market risk, AMEN BANK remains vigilant regarding its exposure in exchange, equity and BTA portfolios. This vigilance is materialized by:

The reduction in foreign exchange exposure and the maintenance of an average exchange value-at-risk of 0.6%, The gradual and timely restructuring of the equity portfolio by strengthening the proportion of the defensive sectors and respecting the internal limits per line, The stabilization of the outstanding amount of the BTA portfolio and the gradual decrease in the duration of this portfolio to prevent the drop of yields.

Operational Risk

AMEN BANK AMEN BANK has put in place an operational risk management system aimed at covering in a global and transversal manner all the entities and operations of the Bank. It comprises:

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The incident reporting tool developed internally and deployed at the levels of the network and central services with the designation of operational risk correspondents to act as a bridge for incident reporting and for the contribution to the identification, assessment and proposals for risk mitigation;

A detailed mapping with a bottom-up approach based on business and process analysis for the identification and assessment of operational risks; and

A system for reporting and monitoring key risk indicators.

2018 was notably marked by the continuation of corrective actions aimed at mitigating major and high risks, developing the mapping of money laundering and terrorist financing risks and monitoring emerging risks.

At this level, it is worth noting that the bank’s operational risk profile recorded an improvement in terms of (i) the measures taken to prevent internal fraud, (ii) the implementation of a validation and limit control workflow dedicated to first and second level controls and (iii) the functional improvement and automation of processes to reinforce the automatic control and thereby mitigate the risks associated with processing transactions and procedures.

However, there are growing risks of terrorist attacks, criminal intrusions, attacks on the information system and credit card fraud.

In terms of capital requirements, AMEN BANK applies the method established by BCT 2016-03 circular, i.e. the “Basic Indicator” approach, which provides for a capital requirement of 15% of the average Net Banking Income over the last three years. In 2018, operational risk represented 8.5% of the total risks.

Internal AuditAMEN BANK’s internal control system is organized based on the three defense lines described in the Basel committee’s texts. The third defense line is covered by the periodical control i.e. the Internal Audit.

The intervention modalities of the Audit Department are regulated by an Audit Charter, a Code of Ethics and an Internal Audit Policy.

The scope of Internal Audit is extended to the central departments, the branch network and the Bank’s subsidiaries and service providers.

AMEN BANK’s Audit Department continued its efforts to verify compliance with national standards and international best practices.

In 2018, the Audit Department carried out planned audit missions under the audit plan for the 2016-2018 period (full audit), audits of service providers as well as specific tasks requested by the Board of Directors.

In addition, 2018 was marked by the completion of a first full audit covering the period from 2016 to 2018. This full audit is based on an audit plan developed following a risk-based approach preceded by the establishment of the bank’s risk map.In addition, and in accordance with the regulations in force, two audit missions were carried out:

An audit mission relating to the “Counterparty Rating System”. An audit mission of the anti-money laundering and terrorist financing mechanism.

In addition, the audit department monitored all the audit mission of central departments carried out in 2016, 2017 and early 2018, i.e. the first full audit consisting of 52 macro-processes.

With regard to network audit, the process of progress and improvement has continuously evolved. Indeed, an effective and rigorous follow-up is carried out regularly and is based on coordination between the branches and central departments for the complete and final settlement of the various observations made at the level of branches. Periodic reports are developed for this purpose.

Environmental and Social ManagementAMEN BANK adopted a citizen approach to its relations with its environment. The goal is to integrate sustainable development in the performance of its activities.

Since 2014, the Supervisory Board has approved the environmental and social risk management policy based on an E & S system allowing to address the environmental and social aspects in the credit study, the estimation of the overall risk of the projects to be financed as well as the generation of action plans for the mitigation of the identified risks and the integration of these elements in the loan agreements granted to the customers.

Moreover, by joining the “SUNREF” program, which encourages ecological transition projects, AMEN BANK is supporting the renewable energy market and pollution control projects.

During 2018, AMEN BANK continued its support for microfinance institutions, the encouragement of Small and Medium-sized Enterprises (SMEs) and the promotion of innovative projects including the signing of an INNOVFIN Guarantee Agreement with the European Investment Fund.

In addition, several actions have been undertaken to support and encourage humanitarian, sports, scientific, tourism, cultural and environmental initiatives.

Fight against money laundering and the funding of terrorismIn addition, AMEN BANK has worked to reassure its partners and in particular, the foreign banking partners correspondents regarding the determination of the bank’s governance bodies to prevent the threats and risks of money laundering and terrorist financing.

AMEN BANK supported its strategy for the fight against Money Laundering and Terrorist Financing (AML / CFT) by strengthening customer and operational due diligence measures.

AMEN BANK has extended the components of its AML / CFT policy by deploying the following actions:

subscription to an international database including sanctions lists, PEPs and entities with a dubious reputation, focus on updating KYC data, setting up of an internal scoring system for client risks, revision of the AML / CFT Policy and its validation by the Supervisory Board, realization of an internal audit mission.

At the end of each quarter, a scorecard is submitted to the Supervisory Board on indicators of AML / CFT activity and the actions taken.

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Human Resources

Evolution of the Staff

The global size of MEN BANK’s staff reached 1,220 employees vs 1,219 in 2017.

In 2018, the bank hired 46 new employees and registered the departure 45 employees, including 26 retired.

Turnover ratio or turnover rate of statutory employees declined slightly to 3.24%, compared to 3.5% in 2017. The stability ratio of the workforce, expressing the ratio between the number of full-time employees and the overall workforce, was of 88.9% compared to 88.7% in 2017.

Staff Structure

AMEN BANK had 908 employees in the executive and senior management categories, compared with 892 in 2017, recording an increase of almost 1.8% compared to 2017. Thus, the management rate stood at 78.2% of the number of statutory employees, compared to 76% in 2017.

In another respect, the number of employees graduating from higher education (Bachelor’s degree, Master’s degree, Engineer’s degree, Doctorate...), stood at 635 employees i.e. 52% of the global workforce, including 229 graduates working at the head office and 406 employees in the bank’s network.

The distribution of staff between the head office and the network has slightly changed compared to 2017. Indeed, the Bank’s network continued to occupy the majority of the active employees with 767 employees i.e. 63.4% of the total active workforce, compared to 443 employees or 36.6% at headquarters. Such proportions were respectively of 60.1% and 39.9% in 2017.

In terms of gender distribution, the female population has changed slightly, from 29.9% in 2017 to 31% in 2018.

Professional Advancement

The reclassification rate for all categories combined reached 79.6%, compared to 81.3% in 2017.

The year 2018 also recorded the advancement of several young executives to senior managerial positions, namely 9 executives as point of sale manager and 5 executives as Division Manager.

Staff Costs

Staff costs have increased by 10.8% compared to 12.8% in 2017. The evolution of staff costs is mainly due to the sectoral increases served from May 2018, to the increases resulting from the annual professional advancement, which came into effect beginning of 2018, and the annual provisions relating to retirement indemnities (IDR), carried out through an IDR group insurance contract with the company Hayett SA.

Finally, it should be noted that productivity per employee increased by 3.9% amounting to 309,546 KTND in 2018, compared to 297,850 KTND in 2017.

Continuous Training

Overall spending on continuing training and initial training remained at the same level as in 2017, i.e. 0.68 million dinars.

Continuous training of the staff, which consumed 76.9% of the total training budget with 0.52 million dinars, resulted in an annual number of 15 696 hours of training. About 57.5% of the workforce in active employment has taken at least one training course.

In addition, 81 employees were involved in around 40 inter-company seminars on various topics related to their respective professional activities. These training sessions resulted in 110 days of training during the year 2018.

Finally, in terms of diploma training courses, the Bank has enrolled 33 employees in banking courses (ITB and CPFB) provided by the Academy of Banks and Finance and 3 executives in professional master programs.

Social Loans and Services for the Personnel

As part of its social actions for the personnel, the Bank granted 1,152 loans, against 1,551 in 2017. Total loans released reached an overall amount of 23.1 million dinars, vs. 25.1 million dinars in 2017.

As for loans granted to employees from the social fund, they progressed by 25% reaching an overall amount of 8.5 million dinars, against 6.8 million dinars in 2017.

In the area of social work, the Bank pursued its proactive social policy aimed at its staff, which resulted in a 4.6% increase in expenditure in this area, rising up from 2.5 million dinars in 2017 to 2.6 million dinars in 2018.

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STRATEGY AND O R I E N TAT I O N O F T H E B A N K

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Forecasts 2018 Results: Progress in Line with the Business PlanThe comparison between FY 2018 and the 2018-2022 Business Plan forecasts (update of the 2016-2020 Business Plan) shows progress in line with forecasts:

2018 FORECASTS

2018 ACHIEVEMENT

ACHIEVEMENT RATE COMMENTS

Customers' deposits and assets 5 633 325 5 516 889 97.93%The bank continues its policy of disengaging the most expensive resources in order to improve its cost of resources

Loans and special resources 879 269 876 255 99.66% Forecasts comply with achievements

MAIN RESOURCES 6 512 593 6 393 144 98.17%

Debts on customers 6 240 840 5 929 248 95.01%The rationalization of the credit granting mechanism and the rigorous selection of opportunities are at the origin of this gap.

Securities portfolio 1 836 715 1 897 993 103.34%

MAIN APPROPRIATION 8 077 555 7 827 241 96.90%

Bank operation products 828 857 829 094 100.03% Forecasts comply with achievements

Bank operating expenses (443 885) (454 362) 102.36% The increase in operating expenses is explained by the increase in interest rates.

NET BANKING INCOME 384 972 374 732 97.34%

Endowment to provisionson receivables (108 000) (88 943) 82.35% Level of coverage in accordance with the

expected levelReserved premiums on receivables (40 000) (48 000) 120.00%

Personnel costs (100 153) (102 275) 102.12%The increase is due to the effect of the Retirement Allowance contract that came into effect at the beginning of 2018.

General operating expenses (37 234) (37 025) 99.44% Forecasts comply with achievements.

FY NET PROFIT 122 903 119 970 97.61%

2018-2022 Strategic Development Plan

Consolidate the portfolio, improve financial soundness, increase performance and diversify services.AMEN BANK confirms for the next few years its rebalancing strategy for the balance sheet. This strategy will be implemented through the rationalization of the credit granting system, the rigorous selection of financing and the increase in the coverage of bad and doubtful debts, on the one hand and the diversification of the deposit structure (increase in the share of demand deposits and savings), combined with a policy of disengagement from the most expensive resources, in order to improve its cost of resources, on the other hand.

AMEN BANK intends to pursue its strategic focus based on the diversification of its revenues, in order to increase its NBI. In this context, the bank has planned the expansion of its Digital Banking offer, the enrichment of the Bancassurance products, the development of the Merchant Bank and Retail Banking activities and the launch of an Islamic Finance division and a private banking division.

Transformation Project AMEN BANK launched in 2018, a project to restructure its business. This mission was entrusted to the international firm “Oliver Wyman” which began its work in October 2018.

The firm’s diagnosis highlighted AMEN BANK’s organizational strengths, particularly its operational efficiency, low turnover rate, control of operating expenses, agility, productivity and control of its information system. Through this restructuring mission, AMEN BANK has several objectives: namely:- Adopting a customer-centered approach and develop its customer base of individuals,- Collecting stable and inexpensive resources to meet the liquidity needs of credit-intensive businesses and improve margins,- Diversifying its sources of income,- Ensuring a good quality of services homogeneous, in an industrialized way,- Optimizing risk management, improving recovery and reducing the level of overdue payments.

This transformation involves a large number of projects that will involve all AMEN BANK processes, while ensuring that the prerequisites are properly implemented: human capital, tools and systems, management, operational efficiency, risk assessment, governance and comitology, etc.The implementation of the various projects, which won the support of all parties, will continue for 2 years.

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EXTERNAL AUDITORS’ REPORTSAND INDIVIDUAL AND CONSOLI-

DATED F INANCIAL STATEMENTS

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EXTERNAL AUDITORS’ GENERAL REPORTFINANCIAL STATEMENTS - FISCAL YEAR CLOSED ON DECEMBER 31, 2018

To the shareholders of AMEN BANK,

I. Audit report on financial statements

1. OpinionIn execution of the auditing mandate entrusted to us, we hereby submit our report relating to the control of Amen Bank’s financial statements closed out on December 31, 2018, attached to this report, as well as specific verifications and information provided for by the Law and by professional standards.

We have audited Amen Bank’s financial statements, including the balance sheet and off-balance commitments as of December 31, 2018, the income statement and the cash flow statement for the fiscal year closed at this date, as well as a summary of the main accounting methods and other explanatory notes. Financial statements show positive capital stocks amounting to 905 281 KTND, including a net income for the period amounting to 119 970 KTND.

In our opinion, Amen Bank’s financial statements are true and fair and give in all material respects, an accurate picture of the financial position of Amen Bank as of December 31, 2018, as well as of the results of its transactions and cash flows, for the year closed out on that date, in accordance with corporate accounting principles in force in Tunisia.

2. Basis of Audit OpinionWe carried out our audit in accordance with auditing standards applicable in Tunisia. Our responsibilities under these standards are more fully described in the “Auditor’s Responsibilities for Auditing Financial Statements” section of this report. We are independent from the Bank in accordance with the rules of professional conduct applicable to the audit of financial statements in Tunisia, and we have fulfilled the other ethical responsibilities incumbent upon us under these rules.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

3. Key Audit Questions Key audit questions are the questions that, based on our professional judgment, were the most important ones in the audit of financial statements for the reporting period. These questions have been addressed within the framework of our auditing mandate of the financial statements as a whole and in order to form our opinion, and we do not express a distinct opinion on these questions.

We have determined that the questions described hereafter are the key questions of the audit to be communicated in our report.

3.1 Evaluation des of Customers’ Commitments

Identified Risk

The Bank is exposed to counterparty risk on its portfolio of direct commitments as well as on the signature commitments granted to customers. This risk, which is inherent to the banking business, constitutes a major area of attention because of the importance of the judgment required for its estimation and the significant size of the customer receivable item on the Bank’s balance sheet (67%) which totals KTND 2018 5 92 9 248 as of 31 December and the net cost of risk associated with the level of profit for the year, which amounts to KTND 84,414 in individual provisions and KTND 8,158 in collective provisions.

The accounting rules and methods relating to the valuation and the recognition of bad debts and their depreciation, as well as additional information on these items in the annual financial statements are presented in the notes to the annual financial statements in the section “Receivables to Customers “.

Since evaluating commitments and estimating provisions involve a high level of judgment and given the importance of the commitments of the customers, we consider that this heading is a key element of the audit.

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Implemented Audit Procedures in Response to this Risk

We gained understanding of the procedures implemented by the Bank and assessed the proper implementation of key controls, as well as their ability to prevent and / or detect material misstatements, with a focus on:

the implemented supervision mechanism with respect to depreciation process of customer commitment; the reliability of information provided by the Bank concerning customers whose outstanding amounts show indicators of loss of value; the procedures and controls defined by the Bank to manage counterparty risk, identify clients to be classified and provisioned and determine the minimum level of provision required by banking regulations.

In our customer commitment review procedures, we have taken a risk-based approach to sampling. We assessed the repayment capacity of debtors and assessed the classification, taking into account overdue payments, financial information on debtors, future business prospects, assessment reports of guarantees and other available information.

3.2 Evaluation of Provisions on Managed Funds

Identified Risk

As of December 31, 2018, assets under management of SICAR fund investments amounted to a gross amount of KTND 418 716 (taking into account related receivables of KTND 13 508), covered by provisions of KTND 16 567, i.e. a net amount of KTND 402 149, representing 5% of the total balance sheet.

SICAR managed funds are used in equity investments (listed and unlisted) and other financial investments. The value of these appropriations may be subject to depreciation depending on the economic and financial performance of the companies benefiting from these funds.

The valuation method of these appropriations involves assumptions and judgments according to the category of the company (listed or unlisted), the type of contract (porting or free exit) as well as other technical factors including the date of start of activity, the updated business plans, participation evaluation reports, etc.

The accounting rules and methods relating to the evaluation and accounting of investments and their depreciation, as well as additional information on these items in the annual financial statements are presented in the appendix notes to the annual financial statements in the section entitled “Securities Portfolio”.

Due to the importance of managed funds representing 25% of the investment portfolio and the high level of judgment in determining the amount of required provisions, we consider this item to be a key audit element.

Implemented Audit Procedures in Response to this Risk

Our tests on SICAR managed funds mainly consisted in the implementation of the following reviews: Verification of the internal control procedures implemented by the Bank in this respect, particularly with regard to the evaluation of these assets. Verification of the suitability of the retained valuation and its relevance to the nature, characteristics and circumstances of the investment made. Review of the quality and reliability of the data used for each valuation method. Assessment of the reasonableness of the valuation of equities and investments, taking into account the valuation method used on the basis of the available financial elements and information.

Verification of the procedures for determining and recognizing the required provisions.

3.3 Inclusion of Income from Credit Transactions

Identified Risk

As of 31 December 2018, credit transaction income amounted to KTND 578 354 KTND and represents the Bank’s largest share of operating income (70%).

Because of their composition, their amounts and the specific rules of their accounting, as described in the note “Receivables to Customers”, even slight changes in interest rates and durations could have a significant impact on net banking income and, consequently, on the Bank’s profit for the year and its equity.

For this reason, we consider this section to be a key audit element.

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Implemented Audit Procedures in Response to this Risk

As part of our audit of the accounts, our work included: Reviewing the procedures for recognition and control of income from credit transactions; Examining the policies, processes and controls put in place for revenue recognition; Reviewing the control environment of the used information system with the help of our IT experts; Performing analytical procedures on the evolution of outstanding amounts and interests; Verifying compliance with accounting standard NCT 24 “Commitments and related revenues in banking institutions” in terms of income recognition and separation of accounting years;

Assessing the relevance of the methodology adopted by the Bank in relation to the rules issued by the Central Bank of Tunisia in terms of taking into account income from credit transactions and reservation of products;

Verifying the appropriateness of the information provided in the notes to the financial statements.

4. Report of the Board of Directors

The responsibility for the year’s management report rests with the Management Board.

Our opinion on the financial statements does not extend to the report of the Board of Directors and we do not express any form of assurance whatsoever on this report.

.In accordance with the provisions of Article 266 of the Code of Commercial Companies, our responsibility is to verify the accuracy of the information provided in the Bank’s financial statements in the Board of Directors’ report by reference to the data appearing in the financial statements. Our work consists in reading the report of the Board of Directors and, in so doing, assessing whether there is a material inconsistency between the report and the financial statements or the knowledge that we acquired during the audit, or if the report of the Board of Directors seems otherwise to have a significant misstatement. If, based on our work, we conclude that there is a material misstatement in the Board of Directors’ Report, we are required to report this fact.

We have nothing to report in this regard.

5. Responsibility of Management and of Governance Officials for the Financial Statements The Board of Directors is responsible for the preparation and fair presentation of financial statements in accordance with the corporate accounting system for Business as well as with the internal audit it deems necessary to enable the preparation of the financial statements that are free of consistent misstatement, whether due to fraud, or error.

In preparing the financial statements, it is the responsibility of the Board of Directors to assess the Bank’s ability to continue its operation, to disclose, as the case may be, issues relating to the continuity of operations and apply the accounting principle of business continuity, unless the Board of Directors intends to liquidate the Bank or cease its activity or in the absence of other realistic solution. The Supervisory Board is responsible for overseeing the Bank’s financial reporting process.

6. Responsibility of External Auditors for the Financial Statements

Our objectives consist in obtaining reasonable assurance that the financial statements are free of significant misstatement, whether due to fraud or errors and in delivering an auditors’ report presenting our opinion.

Reasonable assurance is a high level of assurance, which does not guarantee that an audit performed in accordance with professional standards applicable in Tunisia will always detect any significant misstatement that may exist. Misstatements may be the result of fraud or error and are considered material when it is reasonable to expect that, individually or collectively, they may affect the economic decisions that users of the financial statements make based on these statements.

As part of an audit conducted in accordance with professional standards applicable in Tunisia, we exercise our professional judgment and exercise critical thinking throughout this audit. In addition: We identify and assess the risks of material misstatement that financial statements, may include whether due to fraud or error. We design and implement audit procedures in response to those risks, and assemble sufficient and relevant audit evidence to base our opinion. The risk of non-detection of a material misstatement resulting from fraud is greater than that of a material misstatement resulting from an error, as fraud may involve collusion, forgery, voluntary omissions, misrepresentation or circumventing internal control;e;

We gain an understanding of the elements of internal control relevant to the audit in order to design audit procedures appropriate to the circumstances;

We assess the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as related information provided by management;

We reach a conclusion as to the appropriateness of management’s use of the going concern accounting principle and, based on obtained evidence, whether there is significant uncertainty related to events or situations that may cast significant doubt on the Bank’s ability to continue its operations. If we find material uncertainty, we are required to draw the attention of our report’s readers to the information provided in the financial statements about this uncertainty or, if this information is not adequate, to express an amended opinion. Our conclusions are based on the evidence obtained up to the date of our report. Future events or situations could cause the Bank to cease operations;

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We evaluate the overall presentation, the form and content of the financial statements, including the information provided in the notes, and assess whether the financial statements represent the underlying transactions and events in a manner that conveys a faithful image;

We communicate to governance officials, in particular, the planned scope and timing of the audit work and our significant findings including any significant internal control deficiency that we may have identified during our audit;

We also provide governance officials with a statement that we have complied with the relevant ethical rules regarding independence, and disclose to them all relationships and other factors that may reasonably be expected to affect our independence and related safeguards where applicable;

Among the issues submitted to governance officials, we determine which ones were the most important in the audit of the financial statements of the period under review: these are the key questions of the audit. We describe these questions in our audit report, unless legal or regulatory provisions prevent them from being published or if, in extremely rare circumstances, we determine that we should not disclose a question in our audit report because the adverse consequences of communicating this question can reasonably be expected to outweigh the benefits to the public interest.

II. Report on other Legal and Regulatory ObligationsAs part of our statutory audit mission, we have also carried out the specific verifications required by the standards published by the Order of Accounting Experts of Tunisia and by the regulatory texts in force in this area.We also carried out the specific verifications required by law and professional standards. As part of our statutory audit mission, we have also carried out the specific verifications required by the standards published by the Association of Chartered Accountants of Tunisia and by the regulatory texts in force in this area.

1. Effectiveness of the Internal Control SystemPursuant to the provisions of article 3 of law n ° 94-117 of November 14th, 1994, as modified by law n ° 2005-96 of October 18th, 2005 on the reorganization of the financial market, we carried out a general evaluation on the effectiveness of the Bank’s internal control system. In this regard, it should be reminded that the responsibility for the design and implementation of an internal control system as well as the periodic monitoring of its effectiveness and efficiency rests with the Board of Directors and the Supervisory Board.

Based on our review, we did not identify any significant deficiency in internal control. A report addressing the weaknesses and shortcomings identified during our audit was provided to the Bank’s governance officials.

2. Compliance of Securities Accounts Management with the Regulations in ForceIn accordance with the provisions of article 19 of the decree n ° 2001-2728 of November 20th, 2001, we checked the account management compliance of securities issued by the Bank with the regulations in force.

The responsibility for ensuring compliance with the requirements of the regulations in force rests with the Board of Directors.

Based on the procedures we considered necessary to perform, we did not detect any irregularity related to the compliance of the Bank’s accounts with the regulations in force...

Tunis, April 1st, 2019

The External Auditors

F.M.B.Z KPMG TUNISIE BDO TUNISIEMoncef BOUSSANOUGA ZAMMOURI Adnène ZGHIDI

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RAPPORT SPÉCIAL DES COMMISSAIRES AUX COMPTESETATS FINANCIERS - EXERCICE CLOS LE 31 DECEMBRE 2018A l’attention des actionnaires d’AMEN BANK,

En application des articles 43 et 62 de la loi n° 2016-48 relative aux banques et aux établissements financiers et des articles 200 et suivants et l’article 475 du code des sociétés commerciales, nous reportons ci-dessous sur les conventions conclues et les opérations réalisées au cours de l’exercice 2018.Notre responsabilité est de nous assurer du respect des procédures légales d’autorisation et d’approbation de ces conventions ou opérations et de leur traduction correcte in fine dans les états financiers. Il ne nous appartient pas de rechercher spécifiquement et de façon étendue l’existence éventuelle de telles conventions ou opérations mais de vous communiquer, sur la base des informations qui nous ont été données et celles obtenues au travers de nos procédures d’audit, leurs caractéristiques et modalités essentielles, sans avoir à nous prononcer sur leur utilité et leur bien fondé. Il vous appartient d’apprécier l’intérêt qui s’attachait à la conclusion de ces conventions et la réalisation de ces opérations en vue de leur approbation.

I. Conventions nouvellement conclues au cours de l’exercice clos le 31 décembre 2018 :

1 Une nouvelle convention de gestion de fonds a été conclue le 22 Mars 2018 avec la société «SICAR Amen» dans laquelle «AMEN BANK détient 88,20% du capital. Cette convention porte sur la gestion du fonds AMEN BANK 2018/1 d’une valeur de 20 000 KDT. En contrepartie, «SICAR Amen» perçoit une commission de gestion annuelle calculée sur la base d’un taux de 1% sur l’encours du fonds géré. En date du 16 Août 2018, cette convention a fait l’objet d’un avenant, en vertu duquel la commission de gestion a été ramenée à 0,5% annuellement sur l’encours net des éventuelles provisions à constituer au titre de l’emploi de ce fonds. La commission de gestion au titre de 2018, calculée sur la base d’un taux annuel de 0,5% des montants gérés, s’élève à 75 KDT (HT).

Cette convention a été autorisée par le Conseil de Surveillance réuni le 11 Mai 2018.

2 Une nouvelle convention de gestion de fonds a été conclue le 22 Mars 2018 avec la société «SICAR Amen» dans laquelle «AMEN BANK» détient 88,20% du capital. Cette convention porte sur la gestion du fonds AMEN BANK 2018/2 d’une valeur de 60 851 KDT. En contrepartie, «SICAR Amen» perçoit une commission de gestion annuelle calculée sur la base d’un taux de 1% sur l’encours du fonds géré. En date du 16 Aout 2018, cette convention a fait l’objet d’un avenant, en vertu duquel la commission de gestion a été ramenée à 0,5% annuellement sur l’encours net des éventuelles provisions à constituer au titre de l’emploi de ce fonds.La commission de gestion au titre de 2018, calculée sur la base d’un taux annuel de 0,5% des montants gérés, s’élève à 228 KDT (HT).

Cette convention a été autorisée par le Conseil de Surveillance réuni le 11 Mai 2018.

3 A fin 2018, «AMEN BANK» a procédé à la cession des créances au profit de la société «Le Recouvrement», totalisant 54 923 KDT et totalement couvertes par des provisions et des agios réservés. Le prix de cession est fixé au dinar symbolique par créance.

Cette convention a été autorisée par le Conseil de Surveillance réuni le 07 Février 2019.

4 Au cours de 2018, «AMEN BANK» a procédé à la souscription de 110 496 actions détenues dans le capital de la société « AMEN SANTE » à la valeur nominale de 10 DT l’action.

Cette convention a été autorisée par le Conseil de Surveillance réuni le 1er Novembre 2018.

5 Au cours de 2018, «AMEN BANK» a procédé à la cession de 239 990 actions détenues dans le capital de la société « CLINIQUE EL AMEN BIZERTE » à la société «AMEN SANTE» à la valeur nominale de 10 DT par action soit un prix global de 2 400 KDT.

Cette convention a été autorisée par le Conseil de Surveillance réuni le 01 Novembre 2018.

6 Au cours de 2018, «AMEN BANK» a procédé à la cession de 7 384 actions détenues dans le capital de la société « TUNISIE SYSTEMES -TUNISYS » à la société « PGI » pour un prix global de 183 KDT ce qui a permis de dégager une plus-value de 109 KDT.

Cette convention a été autorisée par le Conseil de Surveillance réuni le 24 mars 2017.

7 Au cours de 2018, «AMEN BANK» a procédé à la cession de 7 385 actions détenues dans le capital de la société « TUNISIE SYSTEMES -TUNISYS » à la société « COMAR » pour un prix global de 183 KDT ce qui a permis de dégager une plus-value de 109 KDT.

Cette convention a été autorisée par le Conseil de Surveillance réuni le 24 mars 2017.

EXTERNAL AUDITORS’ SPECIAL REPORTFINANCIAL STATEMENTS – FISCAL YEAR CLOSED ON DECEMBER 31, 2018To AMEN BANK Shareholders,

In application of article 29, Law n.2001-65 related to banking and financial institutions and article 200 and following articles, and article 475 of the Code of Commercial Companies, please find in the following a read out of the agreements concluded and transactions performed during Fiscal Year 2018.Our responsibility is to ensure compliance with legal authorization procedures, approval of agreements and operations, and their appropriate accounting in financial statements. It is not our goal to specifically and extensively look for the possible existence of such agreements or operations, but to inform you, based on information and data provided to us or those resulting of audit procedures, about their characteristics and main modalities, without expressing our opinion about their use and real ground. It is your liability to assess the interest for the conclusion of these agreements and the realization of operations for them to be approved.

I. New agreements concluded during the fiscal year closed on December 31, 2018:

1 A new Fund Management agreement was signed on March 22, 2018 with SICAR Amen, whereby AMEN BANK holds 88.20 % of the capital. This agreement covers the management of the AMEN BANK 2018/1 fund for a total value of KTND 20 000.. In return, SICAR Amen receives an annual commission calculated on the basis of 1% rate of the outstanding amount of the managed fund. On August 16, 2018, this agreement was the subject of an amendment, under which the management fee was reduced to 0.5% annually on the net amount of any provisions to be established under the use of this fund.

The management fee for 2018, calculated on the basis of an annual rate of 0.5% of the amounts managed, amounts to 75 KTND (excluding taxes).

This agreement was authorized by the Supervisory Board meeting on May 11, 2018.

1 A new Fund Management agreement was signed on March 22, 2018 with SICAR Amen, whereby AMEN BANK holds 88.20 % of the capital. This agreement covers the management of the AMEN BANK 2018/2 fund for a total value of KTND 60 851. In return, SICAR Amen receives an annual commission calculated on the basis of 1% rate of the outstanding amount of the managed fund. On August 16, 2018, this agreement was the subject of an amendment, under which the management fee was reduced to 0.5% annually on the net amount of any provisions to be established under the use of this fund.

La The management fee for 2018, calculated on the basis of an annual rate of 0.5% of the amounts managed, amounts to 228 KTND (excluding

taxes). This agreement was authorized by the Supervisory Board meeting on May 11, 2018.

3 At the end of 2018, AMEN BANK transferred debt bills to the profit of RECOUVREMENT for a total amount of KTND 54,923 446 totally covered by provisions and reserved premiums. The transfer price was fixed at 1 symbolic dinar per debt bill.

This agreement was authorized by the Supervisory Board meeting on February 7, 2019.

4 During 2018, AMEN BANK purchased 110, 496 shares held in the capital of AMEN SANTE at a nominal value of 10 TND per share.

This agreement was authorized by the Supervisory Board meeting on November 1, 2018.

5 During 2018, AMEN BANK sold to AMEN SANTE 239 990 shares held in the capital of CLINIQUE EL AMEN BIZERTE at a nominal value of 10 TND per share for a global price of 2 400 KTND.

This agreement was authorized by the Supervisory Board meeting on November 1st, 2018.

6 During 2018, AMEN BANK sold 7 384 shares held in the capital of « TUNISIE SYSTEMES -TUNISYS » to PGI for a global price of 183 which resulted in a capital gain of 109 KTND. This agreement was authorized by the Supervisory Board meeting on March 24th, 2017.

7 During 2018, AMEN BANK sold 7 385 shares held in the capital of TUNISIE SYSTEMES –TUNISYS to COMAR for a global price of 183 KTND which resulted in a capital gain of 109 KTND.

This agreement was authorized by the Supervisory Board meeting on March 24th, 2017.

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8 Au cours de 2018, « AMEN BANK » a procédé à la cession de ses 2 892 522 actions détenues dans le capital de la société « ENNAKL » aux sociétés « HEAVY » et « AMEN FINANCE COMPANY » pour un prix global de 35 665 KDT dégageant ainsi une moins-value de 8,5 KDT.

Cette convention a été autorisée par le Conseil de Surveillance réuni le 1er Novembre 2018.

9 Au 23 Mars 2018, la banque a conclu un contrat d’assurance IDR avec l’assurance HAYET, le montant dû par trimestre est de 447 KDT, soit un total annuel de 1 789 KDT, un avenant du contrat a été conclu prévoyant une couverture des charges sociales.Ainsi une constatation du complément des charges sociales couvant 2018 a été comptabilisée pour 356 KDT.

II. Opérations réalisées relatives à des conventions conclues au cours des exercices antérieurs :L’exécution des conventions suivantes, conclues au cours des exercices antérieurs, s’est poursuivie au cours de l’exercice clos le 31 décembre 2018 :

Société «PGI Holding»

«AMEN BANK» a réalisé avec la société «PGI Holding» qui détient 22,16% du capital de la banque, les conventions et opérations suivantes :

1 «PGI Holding» fournit des moyens matériels, humains et informatiques dans le but d’assister la banque dans le domaine du développement, le domaine informatique et en matière juridique.

En contrepartie de ces services, «PGI Holding» perçoit une rémunération annuelle égale à 0,5% du chiffre d’affaires de la banque avec un plafond de 150 KDT hors taxes. Au 19 janvier 2016, cette convention a fait l’objet d’un avenant ramenant le plafond à 160 KDT hors taxes.

Le montant des frais supportés par la banque au titre de l’exercice 2018, s’élève à 160 KDT (HT).

2 «AMEN BANK» loue auprès de la société «PGI Holding» une partie du rez-de-chaussée de l’immeuble sis au n°150, avenue de la liberté, Tunis. Le montant du loyer au titre de l’exercice 2018 s’élève à 142 KDT (HT).

Société «COMAR»

«AMEN BANK» a réalisé avec la société «COMAR» qui détient 30,61% du capital de la banque, les conventions et opérations suivantes :

1 Des contrats de location en vertu desquels «COMAR» occupe trois locaux, propriétés de «AMEN BANK». Les revenus de loyers de ces immeubles au titre de l’exercice 2018 s’élèvent à 14 KDT (HT).

2 Diverses polices d’assurance détaillées comme suit :

- Des polices d’assurance auto, multi garanties, vol, matériel informatique et monétique dont la prime annuelle globale au titre de l’exercice 2018 s’élève à 1 131 KDT ;

- Des polices d’assurance maladie, invalidité et décès au profit du personnel de la banque. Le montant global des cotisations versées à la «COMAR» au titre de l’exercice 2018, s’élève à 3 055 KDT.

Société «SICAR Amen»

La banque a réalisé avec la société «SICAR Amen» dans laquelle elle détient 88,20% du capital les conventions et opérations suivantes :

1 En date du 16/08/2018 et en commun accord entre l’AMEN BANK et la société «SICAR Amen» un avenant aux conventions de gestion conclues avant 2018 a été signé avec la société «SICAR Amen», en vertu duquel la modalité de calcul de la commission de gestion a été ramenée de 1% l’an sur l’encours du fonds géré à 0,5% l’an sur l’encours du fonds net des provisions au titre des emplois de ces fonds ; soit 19 conventions de gestion de fonds portant sur un encours confié de 324 357 KDT.

Ainsi la commission de gestion au titre de 2018 s’élève à 1 555 KDT (HT).

2 En vertu d’une convention de gestion en date du 18 juin 1999, «AMEN BANK» est chargée de la gestion financière, administrative et commerciale de la société «SICAR Amen». En contrepartie de ces services, la banque perçoit les rémunérations suivantes :- Une rémunération annuelle forfaitaire de 50 KDT hors taxes ;- Une commission fixe de 500 dinars hors taxes par dossier de participation présenté au Conseil d’Administration. Cette commission est portée à 4 KDT hors taxes (avenant 2007) si le dossier est transmis pour déblocage effectif ;- Un intéressement représentant 7% hors taxes de la plus-value réalisée sur le portefeuille.La rémunération au titre de l’exercice 2018, s’élève à 93 KDT (HT).

8 During 2018, AMEN BANK sold its 2 892 522 shares held in the capital of ENNAKL to HEAVY and AMEN FINANCE COMPANY for a global price of 35 665 KTND which resulted in a capital gain of 8.5 KTND.

This agreement was authorized by the Supervisory Board meeting on November 1st, 2018.

9 On March 23rd, 2018, the bank concluded an IDR insurance contract with HAYET insurance, the amount due per quarter is 447 KTND, i.e. a total annual amount of 1 789 KTND, a rider of the contract was concluded providing coverage of social charges. Thus, a recognition of the balance of social charges covering 2018 was recorded for 356 KTND.

Transactions Related to Agreements Concluded in Previous Fiscal Years:The execution of the following agreements concluded in previous years, continued during the year closed out on December 31, 2018:

PGI Holding

AMEN BANK performed with PGI Holding, which holds 22.16% of the bank’s capital, the following agreements and transactions:

1 PGI Holding provides material, human and computer resources to support the bank in development areas, in the computing sector and in legal matters.

In return, PGI receives an annual fee amounting to 0.5% of the bank’s overall turnover with a ceiling of 150 KTND excluding tax. As of January 19th, 2016, this agreement was subject to a rider bringing the ceiling to 160 KTND excluding taxes.

The amount of fees borne by the bank for FY 2018 was 160 KTND (excluding tax).

2 Amen Bank leases from PGI Holding Company one portion of the ground floor of a building located at 150, avenue de la Liberté in Tunis. The lease amount in Fiscal Year 2018 is 142 KTND (Excluding tax).

COMAR

AMEN BANK» performed with COMAR which holds 30.61% of the bank’s capital, the following agreements and transactions:

1 Lease contracts authorizing COMAR to use three buildings owned by AMEN BANK. The rental income from these properties in respect of FY 2018 amounted to 14 KTND (Excluding tax).

1 Various insurance contracts detailed as follows:-Insurance of vehicles, multi-guarantees, theft, computer and electronic payment equipment, with an annual global contract amount of 1,131 KTND for 2018;

-Insurance contracts for the bank’s personnel covering health, invalidity and death. The global amount disbursed to COMAR in Fiscal Year 2018, amounted to 3 055 KTND.

SICAR Amen

AMEN BANK» performed with SICAR Amen in where it holds 88.20% of the capital, the following agreements and transactions:

1 On 16/08/2018 and by mutual agreement between AMEN BANK and SICAR Amen, an amendment to the management agreements concluded before 2018 was signed with the company SICAR Amen, according to which the modality of calculation of the management fee has been reduced from 1% per annum on the outstanding amount of the managed fund to 0.5% per annum on the outstanding net fund of provisions for the appropriation of these funds; i.e.19 fund management agreements for an outstanding amount of 324,357 KTND.

Thus, the management fee for 2018 amounts to 1,555 KTND (Excluding tax).

2 Under a management agreement dated June 18, 1999, Amen Bank is in charge of the financial, administrative and commercial management of SICAR Amen. In return, the bank receives the following payments:-An annual lump payment of 50 KTND excluding tax;-A 500 dinar fixed commission excluding tax for every participation file submitted to the Board of Directors. This commission may go up to 4 KTND excluding tax (2007 codicil) if the file is transmitted for effective release;- A 7% profit sharing excluding tax on the portfolio’s capital gains- Payments in fiscal year 2018 amounted to 93 KTND (Excluding tax).

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Le Recouvrement

On January 1, 2007, the Bank concluded with Le Recouvrement, where it holds 99,88% of the shares, an accounting and fiscal management agreement, whereby Amen Bank is in charge of accounting record keeping, account closing, preparation of consolidation manifolds, and preparation of fiscal statements related to Le Recouvrement. In return, the Bank receives an annual payment of 1,500 TD (Excluding tax).

Tunisys

The Bank conducted with Tunisys, where it holds 20% of the shares, transactions concerning the purchase and maintenance of computer equipment and hardware in FY 2018 for an amount of 986 KTND (Excluding tax).

SICAVs (Mutual Funds)

According to the depositary agreements concluded with SICAV Amen première and SICAV Amen, payments due to Amen Bank in FY 2018 are detailed as follows:

FUNCTION PAYMENT BASE 2018 COMMISSION (EXC. VAT)

SICAV Amen première

Depositary Variable payments according to net assets capped at 30 KTND exc. Tax 25 KDT

Distributor 0.5% of net assets exc. tax 658 KDT

SICAV AmenDepositary Variable payments according to net assets capped at 30 KTND

exc. Tax 25 KDT

Distributor 0.5% of net assets exc. tax 356 KDT

AMEN CAPITAL

On 1st February 2016, the bank entered into a contract with AMEN CAPITAL under which AMEN BANK leases to AMEN CAPITAL the premises located at the 5th floor Tower C of AMEN BANK building in Avenue Mohamed V. The revenue collected and recognized in respect of the 2018 financial year amounts to 53 KTND.

AMEN INVEST

On October 03, 2016, the bank entered into a contract with AMEN INVEST under which AMEN BANK leases to AMEN INVEST the following parts of tower C of the AMEN BANK building at Avenue Mohamed 5:- Premises located on the 6th floor with a total area of 372 m²,- Premises located on the 7th floor with a total area of 372 m²,- 6 parking spaces in the basement of the AMEN BANK building.The revenue collected and recognized for the 2018 financial year amounts to 118 KTND.

SOGEREC:

The Bank conducted with SOGEREC where it holds 99.97% of the capital the following agreements and transactions:

1 On January 1, 2016, the bank entered into a contract with SOGEREC under which AMEN BANK leases to SOGEREC a 10-room office located on the second floor of tower C of the AMEN BANK building at Avenue Mohamed 5, plus the participation of SOGEREC in the operating expenses and maintenance costs related to the rented premises and which is fixed at 11 KTND (Excluding tax) per year with an annual 5% increase starting from the second year of rental, i.e. 01 January 2017. Thus, the total revenue collected and recognized for the 2018 financial year amounts to 65 KTND (Excluding tax).

2 SOGEREC concluded during 2017 for a period to be determined, an agreement to make two of its employees available to AMEN BANK; the annual charge for the 2018 financial year is 52 KTND (Excluding tax)

TUNISIE LEASING & FACTORING

On January 1, 2011, the bank entered into a contract with TUNISIE LEASING & FACTORING under which AMEN BANK leases to TUNISIE LEASING & FACTORING business premises in Djerba Houmet Souk, the revenue received and recognized in respect of the 2018 financial year amounts to 15 KTND.

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III. The Company’s Obligations and Commitments towards its Managers:

1 The Company’s obligations and commitments towards its managers, as defined by Article 200 new II § 5 of the Commercial Companies Code are detailed as follows:- Honoraria of the Chair of the Supervisory Board was defined by a decision of the Remuneration Committee dated July 30, 2012;- Members of the Supervisory Board, members of the Permanent Audit Committee and members of the Risk Committee are paid attendance fees, proposed annually by the Supervisory Board and submitted to the approval of the Ordinary General Meeting.- Honoraria and benefits provided to members of the Board of Directors are defined by the Remuneration Committee. Honoraria and benefits include a fixed annual salary, an additional balance allowance, an end of year bonus, a profit sharing allowance indexed to the fiscal year’s net profit and attendance fees on behalf of subsidiaries- The President of the Supervisory Board and members of the Board of Directors are granted a business vehicle and a duty car, including the full coverage of operation and maintenance fees.

2 Amen Bank’s obligations and commitments towards its Managers (as shown in the financial statements related to the fiscal year ending on December 31, 2018 are presented in the following table: (in TND):

CHAIR OFTHE SUPERVISORY BOARD MEMBERS OF THE SUPERVISORY BOARD7 AND OF DIFFERENT COMMITTEES

2018 CHARGES LIABILITIES ON 31/12/2018 2018 CHARGES LIABILITIES ON

31/12/2018Short term benefits 300 000 - 320 000 -Post-employment benefits Other long-term benefits End of work contract allowances Payment in shares TOTAL 300 000 - 320 000 -

CHAIRMAIN OF DIRECTORS MEMBERS OF DIRECTORS

GROSS CHARGE 2018

SOCIAL CHARGES 2018

LIABILITIES 31/12/2018

GROSS CHARGE 2018

SOCIAL CHARGES 2018

LIABILITIES 31/12/2018

Short term benefits 872 675 196 847 956 134 2 098 944 477 087 2 184 549

Post-employment benefits

Other long-term benefits

End of work contract allowances

Payment in shares

TOTAL 872 675 196 847 956 134 2 098 944 477 087 2 184 549

Apart from the above-mentioned agreements and transactions, our work did not reveal the existence of other agreements or transactions falling within the scope of the provisions of Articles 43 and 62 of Law No. 2016-48, relating to banks and institutions of Articles 200 et seq. and 475 of the Commercial Companies Code.

Tunis, April 1st, 2019

The external auditors

KPMG TUNISIE BDO TUNISIEMoncef BOUSSANOUGA ZAMMOURI Adnène ZGHIDI

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ETATS FINANCIERS INDIVIDUELS

BALANCE SHEET 48OFF-BALANCE SHEET LIABILITIES 48INCOME STATEMENT 50 CASH FLOW STATEMENT 51(1) EXPLANATORY NOTES ON THE BALANCE- ASSETS 58(2) EXPLANATORY NOTES ON THE BALANCE- LIABILITIES 77(3) EXPLANATORY NOTES ON THE BALANCE- EQUITIES 84(4) EXPLANATORY NOTES ON THE OFF-BALANCE COMMITMENTS 85(5) EXPLANATORY NOTES ON THE INCOME STATEMENT 89(6) EXPLANATORY NOTES ON THE CASH FLOW STATEMENTS 94 (7) OTHER NOTES 96

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BALANCE SHEET AS OF 31/12/2018Unit : Thousand Tunisian Dinars

ITEM NOTES 31/12/2018 31/12/2017

AC1 Cash and assets at BCT, CCP and TGT (1-1) 402 287 170 245

AC2 Receivables from banking and financial institutions (1-2) 183 294 197 032

AC3 Receivables from customers (1-3) 5 929 248 6 073 730

AC4 Commercial securities portfolio (1-4) 285 622 530 671

AC5 Investment portfolio (1-5) 1 612 371 1 361 537

AC6 Fixed assets (1-6) 166 778 163 219

AC7 Other assets (1-7) 233 528 159 764

TOTAL ASSETS 8 813 128 8 656 198

PA1 Central Bank, CCP (2-1) 1 072 065 1 174 816

PA2 Deposits and assets of banking and financial institutions (2-2) 235 057 385 115

PA3 Customers’ deposits and assets (2-3) 5 516 889 5 137 206

PA4 Loans and special resources (2-4) 876 255 968 065

PA5 Other assets (2-5) 207 581 172 039

TOTAL PASSIFS 7 907 847 7 837 241

CP1 Capital 132 405 132 405

CP2 Reserves 652 478 572 213

CP4 Other equities 423 423

CP5 Reported income 5 5

CP6 Fiscal year income 119 970 113 911

TOTAL EQUITIES (3) 905 281 818 957

TOTAL EQUITIES AND LIABILITIES 8 813 128 8 656 198

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STATEMENT OF OFF-BALANCE COMMITMENTS AS OF 31/12/2018Unit : Thousand Tunisian dinars

ITEM NOTES 31/12/2018 31/12/2017

Possible liabilities

HB01 Deposits, commitments and other provided guarantees (4-1) 707 124 593 387

HB02 Documentary credits (4-2) 379 541 305 206

HB03 Assets submitted as guarantees (4-3) 1 068 000 1 174 000

TOTAL POSSIBLE LIABILITIES 2 154 665 2 072 593

Commitments given (4-4)

HB04 Financing commitment given 456 801 245 245

HB05 Commitments on securities 13 875 18 017

TOTAL COMMITMENTS GIVEN 470 676 263 262

Commitments received

HB06 Financing commitment received (4-5) - -

HB07 Guarantees received (4-6) 3 883 407 3 554 278

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INCOME STATEMENT FROM JANUARY 1ST TO DECEMBER 31ST, 2018Unit : Thousand Tunisian dinars

ITEM NOTES 31/12/2018 31/12/2017

Bank operating income

PR1 Interests and related revenues (5-1) 578 354 479 716

PR2 Commissions (in products) (5-2) 100 753 91 362

PR3 Profits on commercial securities portfolio and financial transactions (5-3) 71 512 82 385

PR4 Revenues on investment security portfolio (5-4) 78 475 63 505

TOTAL BANK OPERATING INCOME 829 094 716 968

Bank operating expenses

CH1 Interests borne and related charges (5-5) (443 226) (346 461)

CH2 Commissions borne (11 136) (10 405)

TOTAL BANK OPERATING EXPENSES

NET BANKING INCOME

(454 362)

374 732

(356 866)

360 102

PR5/CH4 Endowments to provisions and results of value corrections on receivables, off-balance and liabilities (5-6) (88 943) (110 865)

PR6/CH5 Endowments on provisions and results of value corrections on investment portfolio (5-7) 2 353 (1 116)

PR7 Other operation products 2 306 1 681

CH6 Personnel charges (5-8) (102 275) (92 307)

CH7 General operation charges (5-8) (37 025) (22 598)

CH8 Depreciation, amortization and provisions for fixed assets (5-8) (7 744) (7 088)

OPERATION INCOME 143 404 127 809

PR8/CH9 Balance of loss /profit yielded by other ordinary elements (5-9) (5 947) 2 054

CH11 Profit tax (15 701) (13 958)

INCOME OF ORDINARY ACTIVITIES 121 756 115 905

PR9/CH10 Loss /profit balance generated by extraor-dinary elements (5-10) (1 786) (1 994)

FISCAL YEAR INCOME 119 970 113 911

NET RESULT OF ACCOUNTING CHANGES 119 970 113 911

BASE EARNINGS PER SHARE (IN DINARS) (5-11) 4,530 4,302

DILUTED EARNINGS PER SHARE (IN DINARS) 4,530 4,302

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CASH FLOW STATEMENT FROM JANUARY 1ST TO DECEMBER 31ST, 2018Unit : Thousand Tunisian dinars

ITEM NOTES 31/12/2018 31/12/2017

Activités d’exploitation (6-1) Produits d’exploitation bancaires encaissés(hors revenus portefeuille d’investissement) 721 063 609 399

Charges d’exploitation bancaires décaissées (459 952) (354 633)

Deposits / withdrawals from banking and financial institutions (130 895) (101 194)

Loans and advances / Reimbursement of loans and advances granted tocustomers 35 882 (241 132)

Dépôts / Retraits des dépôts de la clientèle 388 910 18 203

Titres de placement 286 457 118 499

Sommes versées au personnel et créditeurs divers (165 936) (140 971)

Autres flux de trésorerie provenant des activités d’exploitation 14 333 (62 652)

Impôts sur les bénéfices (17 628) (6 381)

Flux de trésorerie nets provenant des activités d’exploitation 672 234 (160 862)

Activités d’investissement (6-2) Intérêts et dividendes encaissés sur portefeuille d’investissement 5 336 8 054

Acquisitions / Cessions sur portefeuille d’investissement (175 342) (113 974)

Acquisitions / Cessions d’immobilisations (11 233) (28 548)

Flux de trésorerie net affectés aux activités d’investissement (181 239) (134 468)

Activités de financement (6-3) Emission d’actions - -

Emission d’emprunts - 80 000

Remboursement d’emprunts (47 587) (41 840)

Augmentation / diminution ressources spéciales (44 224) 15 474

Dividendes versés (33 101) (29 282)

Mouvements sur fonds social et de retraite (545) (3)

Flux de trésorerie nets affectés aux activités de financement (125 457) 24 349Variation nette des liquidités et équivalents de liquidités au cours de la période 365 538 (270 981)

Liquidités et équivalents de liquidités début de période (964 513) (693 532)

Liquidités et équivalents de liquidités fin de période (6-4) (598 975) (964 513)

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Notes to individual financial statements

Fiscal Year Ending December 31st, 2018

I. PRESENTATION OF THE BANK AMEN BANK is a public limited liability company with a capital of 132 405 000 dinars, created on June 06, 1967, governed by Law N ° 2016-48 of July 11, 2016 relating to banks and financial institutions.

The share capital of the bank is increased from 127,312,500 dinars to 132,405,000 dinars, by incorporation of reserves and distribution of 1,018,500 free shares in accordance with the decision of the Extraordinary General Meeting on 16/06/2016.

The head office of the bank is located at Avenue Mohamed V, 1002, Tunis.

AMEN BANK is a private deposit bank. Its share capital is divided into 26,481,000 shares with a nominal value of five dinars each, 0.65% of which held by foreign shareholders.

SHAREHOLDERS AMOUNT %

Tunisian shareholders 131 550 99.35%

Foreign shareholders 855 0.65%

TOTAL 132 405 100%

II. ACCOUNTING STANDARDS FOR THE ELABORATION AND PRESENTATION OF FINANCIAL STATEMENTSAmen Bank’s financial statements are prepared and presented according to the corporate accounting system approved by Law n°96-112 dated December 30, 1996.

III. RELEVANT ACCOUNTING METHODS AND PRINCIPLESFinancial statements are closed out on December 31, 2018 by applying accounting agreements and principles provided for by Decree n° 96-2459 dated December 30, 1996 approving accounting conceptual framework and methods mentioned in accounting standards, mainly sector-based standards related to banking institutions (standards 21 to 25). The most significant accounting methods can be summarized as follows:

1. Customer Receivables

1.1 Rules for the Presentation of Customer Receivables

Short-term management credits are presented in the balance with their nominal values, after deducting interests credited in advance and not yet due. Midterm and long-term credits are presented in the balance with their nominal values increased by outstanding interests not yet due.Midterm credits progressively used by installment are accounted in the balance’s assets for their released value.Reserved bank charges and provisions on customer receivables are presented at the level of corresponding asset items in a subtractive way

1.2 Classification and Evaluation of Receivables

Provisions on commitments are determined according to risk prudential coverage standards and monitoring standards of commitments subject of circular 91-24 dated December 17, 1991, as modified by subsequent texts defining risk categories as follows:

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Current Assets:Assets, of which recovery is ensured, held by companies with balanced financial situations, satisfactory management of activity perspectives, a financial contributions volume that is compatible with their activities and their real reimbursement capacities.

Classified Assets:

B1 Class: Assets Requiring Special Follow-up

Assets for which recovery is still assured, concerning companies operating in business sectors experiencing difficulties or whose financial situation is deteriorating.

B2 Class: Uncertain Assets

Assets, of which recovery is not clear in time, involving companies with difficulties and which in addition the characteristics specific to Class 1 also present at least one of the following characteristics:• The volume of financial contributions not compatible with the volume of activities;• Absence of updated financial statements due to the lack of information;• Management problems and litigations between partners;• Technical, commercial or supplying difficulties;• Deterioration of cash-flow jeopardizing the reimbursement of debts on time;• Late payments between 90 and 180 days of credit principals and interests

B3 Class: Worrying Assets

Assets of which recovery is threatened involving companies with possible loss rates. These assets mainly concern companies having the Class 2 characteristics but in a more severe way or having late payments between 180 and 360 days of credit principals and interests.

B4 Class: Compromised Assets:

Assets involving companies having more serious problems than Class 3 characteristics or having problems of late payment of credits’ principals and interests exceeding 360 days.

The provisioning rate determined by Amen Bank corresponds to the minimal rate per class of risk, as mentioned in BCT Circular n° 91-24 of December 17, 1991, applied to uncovered net risks, i.e. the amount of commitments after deduction of reserved bank charges and the value of obtained guarantees.

Regarding commitments exceeding 7 thousand TD, provisions are determined according to rates provided for in the BCT circular after deducting guarantees considered to be valid. Provision rates per class of risk applied to the uncovered net risks are the following: • Uncertain assets 20%• Worrying assets 50%• Compromised assets 100%

As for commitments below 7 thousand TD, the bank determines required provisions by applying the average provision rate of commitments exceeding 7 thousand TD to outstanding balances excluding pre-salary credits and CREDIM (housing credits for individuals), taking in consideration the quality of risks and recovery perspectives.

The guarantees taken into account by the Bank are detailed as follows:• Deposits made with Amen Bank (certificates of deposit, term deposit accounts, savings accounts...); • Guarantees received from the Tunisian State; • Guarantees received from banks and insurance companies; • Guarantees received from the NGF (National Guarantee Fund) and SOTUGAR;• Real guarantees: According to rules established by the Tunisian Central Bank, real estate guarantees may be taken into account if they meet at

least one of the following conditions: They are registered on the land title; They are recorded by the intervention of two notaries on an Arabic title; There is a mortgage pledge on land purchased from the following organizations: AFI, AFT, and AFH.

Furthermore, since Fiscal Year 2006, and under sections 327 and 328 of the Civil and Commercial Procedure Code, some guarantees were noted as protective opposition. This form of guarantee has been chosen considering an underlying assumption, namely, a historical high level of achievement and given the following cumulative conditions:

Commitments in the borrowing relationship are concentrated exclusively at Amen Bank; The protective opposition is registered in the land title which must not have additional mortgage charges in favor of other creditors; The registration of the protective opposition is less than 2 years old; A recent evaluation of the title subject of the protective opposition; A 10% discount on the value of the security subject of the protective opposition.

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1.3 Recognition of Bad Debts Written off as Loss

Bad debts lower than or equal to 500 dinars and other bad debts having been subject to judgement shall be written off as loss. Along with this, related provisions and reserved charges shall be subject to recovery.

1.4 Recognition of Revenues from Loans Granted to Customers

Interests on short-term management credits are settled in advance. They are considered as products for their total amount and are regularized to take in consideration non-due interests on the financial statements’ closing date.

Interests on midterm credits are materialized by credit instruments or securities and are perceived in arrears. They are transferred as products as per maturity. The portion of outstanding interest not yet due on the date of the financial statements’ closing date are subject to regularization.Interests and bank charges the recovery of which has become uncertain, observed when assessing assets and covering risks, are hosted in a liabilities account referred to as “reserved bank charges”.

Interests and bank charges related to disputed receivables are automatically reserved and are not transferred through the profit and loss account. As for other products related to classified credits, they are initially accounted as products of the Bank then processed with IT application to be reserved.

The recovery of reserved bank charges and their attribution at the level of the fiscal period’s revenues depend on the decrease of direct commitments further to disbursements made. For this reason, disbursements made on credits are systematically assigned on the reserved bank charges already constituted.

1.5 Follow up of the 2011 Contingency Measures 2011

1.5.1- Collective Provision

The collective provision applied for the 2011 financial year as a contingency measure is now a permanent provision to be observed to cover the latent risks on the commitments of classes 0 and 1.

Therefore, and in application of the provisions of BCT circular N ° 2012-20, thus, the bank built general provisions by deductions from profits known as “collective provisions” to cover the latent risks on current liabilities and commitments requiring special monitoring as per Article 8 of Circular 91-24. December 17, 1991.

For the valuation of the amount of the required provision, the bank applied the reference methodology as instructed by the BCT. This methodology provides for the following:

Combining commitments 0 and 1 in homogenous groups according to the type of debtors and business activity. Calculating an average migration rate for each group corresponding to additional risks of the group considered for N year, reflected on commitments 0 and 1 of the same group in N-1 year;

Determining a scalar factor for each group reflecting the aggravation of risks in 2017. The scalar factor cannot be lower than 1. Determining an average provisioning rate on additional risk for each group and applying this rate on pending commitments 0 and 1 related to subject group.

The amount of collective provisions is reviewed at each closing date of the annual accounts.The increase in the required collective provision results in an additional endowment charged to the expenses for the year. Inversely, the decrease in the required collective provision results in a recovery corresponding to the decrease and is charged to the income for the year.The application of these rules resulted in a collective provision amount of 74,684 thousand dinars. As a result, and taking into account the collective provision of 66,526 KTND made in 2017, a net additional provision of 8,158 KTND was allocated for the year 2018.

1.5.2 Credits Rescheduled in 2011 and Follow up in 2018:

In 2011, and in accordance with the provisions of the BCT circular N ° 2011-04, two measures were applied:

First Measure:The rescheduling carried out by the bank in accordance with the said circular gave rise neither to the classification of the concerned company under class 2, 3 or 4 within the meaning of Circular 91-24, nor to the revision of the classification assigned to the company as of 31 December 2010.In 2018, this measure is no more in force. The bank made the classification of all commitments in accordance with provisions of circular 91-24.

Second Measure:

Revenues, interest receivables and unpaid interest on rescheduling granted under the 2011-04 circular have been reserved. A recovery of 1,321thousand TND was recorded on the reserved charges relating to rescheduled loans during 2018.

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1.6 Additional Provisions

In accordance with the provisions of the BCT circular N ° 2013-21 of 30 December 2013, credit institutions must set up additional provisions on assets with seniority in class 4 greater than or equal to 3 years for net risk coverage according to the following minimum quotas:

40% for assets with seniority in class 4 from 3 to 5 years; 70% for assets with seniority in class 4 of 6 and 7 years; 100% for assets with seniority in class 4 greater than or equal to 8 years.

The application of these rules generated a provision amounting to 170 949 thousand TND.

1.7 Exceptional Measures for Tourism

In accordance with provisions of BCT circular N° 2015-12, credit institutions may defer the payment of principal and interest due or accruing in 2015 and 2016 in respect of loans granted to companies operating in the tourism sector.

The provisions of this circular remain applicable to receivables due in 2017 according to the BCT circular N ° 2017-05 of 24 July 2017.Credit institutions that extended the deadline or granted new exceptional credits may:• Maintain the classification established at the end of December 2014 within the meaning of Article 8 of Circular No. 91-24 referred to above;• Freeze seniority within the meaning of Article 10 quater of Circular No. 91-24 referred to above.

Concerned credit institutions are required not to account in their revenues interests with postponed reimbursements and interests related to new loans granted in the last two grace years only if reimbursements are actually made.This measure is no longer in effect.The application of the provisions of this circular resulted in the recognition of reserved bank charges, totaling 40,831 thousand dinars as of at 31 December 2017.

As of December 31, 2018, the charges reserved for receivables in the tourist sector belonging to classes 0 and 1 amounted to 38,772 thousand dinars.

2. Security Portfolio

2.1 Security Portfolio Presentation Rules

Fixed income or variable income securities are presented on the balance sheet either in the commercial securities portfolio heading or in the investment securities portfolio heading according to their duration and detention intention. The following classification rules are applied:

Commercial Securities Portfolio:. Trading securities

These are fixed or variable income securities acquired for resale in the short-term and their trading market is deemed liquid.

. Securities Held for Sale These are securities that do not meet the criteria used for trading or investment securities. These securities are valued for each security separately, at market value for listed securities, and at fair value for unlisted securities. There can be no compensation between unrealized capital gains on certain securities and unrealized losses on other securities.

The unrealized capital loss arising from the difference between the book value and the market value or the fair value gives rise to the allocation of a provision in contrast to the unrealized capital gains that are not recognized.

Investment Portfolio:. Investment Securities

These are securities acquired with the firm intention of holding them until maturity and for which the bank has sufficient means to materialize this intention.

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. Equity SecuritiesShares and other variable income securities held to generate a satisfactory return over a long period of time, or to allow the continuation of banking relationships with the issuing company.

. Shares in Associated Companies, Partnerships and Shares in Interconnected Companies

Shares whose long-term possession is considered useful for the bank’s business, enabling it to exercise significant influence and joint or exclusive control over the issuing company.

. Equities with Retrocession AgreementThese are commitments materialized through securities and representing shares in the business capital. Essentially, these commitments establish a creditor - debtor relationship between the bank and the issuer.

2.2 Valuation Rules for the Securities Portfolio

Securities are recognized at acquisition date at their acquisition cost, excluding all costs and expenses, except for the study and consultancy fees incurred in connection with the acquisition of investment securities, shareholdings or shares in associated companies and joint ventures and shares in affiliated companies.

Subscribed and non-paid-up interests are recorded as off-balance sheet commitments for their issue value. At the closing date, the securities are valued as follows:

. Trading securities These securities are valued at market value (the weighted average stock price). The change in price following their valuation at market value is recorded in the income statement. In addition, treasury bonds are valued based on the curve published by the Financial Market Board.

. Securities Held for SaleThese securities are valued for each security separately, at market value for listed securities, and at fair value for unlisted securities. There can be no compensation between unrealized capital gains on certain securities and unrealized losses on other securities.The unrealized capital loss arising from the difference between the book value and the market value or the fair value gives rise to the provision of a provision in contrast to the unrealized capital gains that are not recognized

. Investment Securities A comparison is made between the acquisition cost of investment securities at market value for quoted securities and the fair value for unlisted securities. Unrealized capital gains on investment securities are not recognized.Unrealized losses arising from the difference between the book value (possibly adjusted for premium amortization and / or recovery of discounts) and the market value or the fair value of the securities, are provisioned only in the following cases:• Because of new circumstances, there is a high probability that the institution will not hold these securities until their maturity; and• There are default risks at the level of the issuer of securities.

2.3 Recognition of Income on Security Portfolio

Interest is recorded taking into account the principle of accrual accounting. In this way, interest receivable on treasury bills and bonds is recognized in income for the period.Dividends on variable-income securities held by the bank are recognized in the income statement from the moment their distribution is formally approved.

Gains on the sale of investment securities acquired under retrocession agreements are assimilated to interest and taken into account as income as they are accrued.

3. Recognition of Income Interest, similar income, commissions and other revenues are taken into account in the income statement for the period from January 1 to December 31, 2018. Accrued and unmatured income is included in the income, whereas revenue received and related to a period after 31 December 2018 is deducted from profit or loss.

4. Recognition of ChargesInterest and commissions incurred, personnel costs and other expenses are taken into account in the income statement for the period from January 1 to December 31, 2018. Accrued and unmatured expenses are included in the income, cash costs related to a period after December 31, 2018 are added to income.

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5. Fixed Assets

5.1 Operating Properties

Operating fixed assets are recognized at their acquisition cost and amortized linearly at the following rates:

CATEGORY OF FIXED ASSETS APPLIED RATE

Non-revalued buildings 2%

Revalued buildings 5%

Furnishing, improvements and installations 10%

Elevators 10%

Software from 10% to 33%

Lease allowances 5%

Computer equipment 15%

Transportation equipment 20%

Office furniture 10%

Operation equipment 10%

Air conditioners 20%

Electronic payment terminals 20%

Safes 4% and 10%

5.1 Non-operating properties acquired in the context of debt collection

As part of the recovery of receivables, the bank purchased real estate put up for sale as part of the real estate sales procedure. The purchase price corresponds to the price fixed by the specifications prepared by a court-appointed legal expert for the purpose. These assets are classified as “Non-operating properties” under AC6 - Fixed assets.

Non-operating properties held for sale are recorded at their acquisition price plus incurred costs and expenses. By way of derogation from NCT 5 provisions relating to tangible fixed assets, these properties are processed by reference to the provisions of International Financial Reporting Standard 5 (IFRS 5) relating to non-current assets held for sale and discontinued operations.

Under the provisions of IFRS 05, an entity shall classify a non-current asset or group of assets as held for sale if its carrying amount is recovered, principally, through a sale transaction rather than through continuous use.

In fact, non-operating properties brought by way of recovery are acquired solely for the purpose of integrating them and recovering unpaid claims. In accordance with the provisions of IFRS 5, non-operating properties acquired in the context of debt collection are not amortized. However, they are subject to an individual valuation and appear in the annual financial statements at their fair value after deduction of costs of sales.

6. Recognition of Off-Balance Sheet Commitments

Financing commitments are recognized as off-balance sheet as they are contracted and are transferred to the balance sheet as and when the funds are released.

7. Conversion Rules for Foreign Currency Transactions

Expenses and income expressed in foreign currencies are converted into dinars on the basis of the spot exchange rate on the date of their inclusion.

8. Revaluation of Foreign Exchange Positions Foreign currency exchange positions were converted into the reference currency using the average interbank exchange rate on the last day of December 2018. The resulting unrealized foreign exchange gains and losses were included in profit or loss for the year 2018.

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BALANCE SHEET ASSETS

CONVERSION IN FOREIGN CURRENCY KTND

BALANCE SHEET LIABILITIES CONVERSION IN FOREIGN CURRENCY IN KTND

AC 01 Cash and assets at BCT, CCP and TGT 318 833 PA 02

Deposits and assets of banking and financial institutions

162 722

AC 02Receivables from banking and financial institutions

37 153 PA 03 Deposits and assets of customers 1 028 142

AC 03 Receivables from customers 403 475 PA 04 Loans and special

resources 28 424

AC 07 Other assets 457 397 PA 05 Other liabilities -

TOTAL ASSETS 1 216 858 TOTAL LIABILITIES 1 219 288

9. Rules for the Recognition of Foreign Exchange Rates Differences

Unrealized foreign currency translation gains arising from exchange rate differences were converted into the reference currency based on the average interbank exchange rate as on the last day of December 2018 and included in earnings as of the end of December 2018.

10. Tax Expense

The tax expense is determined and accounted for using the payable tax method.

IV EXPLANATORY NOTES(Figures are expressed in thousand dinars))

1. Explanatory Notes on the Balance Sheet - Assets

Note 1-1. Cash and assets at BCT, CCP and TGT

The balance of this item amounts to 402,287 thousand dinars as at 31.12.2018 compared to 170,245 thousand dinars as at 31.12.2017 and is broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Cash in dinars, foreign currencies and traveler’s checks 58 658 53 084 5 574 11%

BCT, CCP & TGT 343 629 117 161 226 468 193%

TOTAL 402 287 170 245 232 042 136%

The detail of each heading is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Cash in dinars, foreign currencies and traveler’s checks 58 663 53 090 5 573 10%

Provisions on cash in dinars (5) (6) 1 (17%)

Subtotal (1) 58 658 53 084 5 574 11%

BCT 343 657 117 087 226 570 194%

Provisions on BCT (111) - (111) 100%

Subtotal (2) 343 546 117 087 226 459 193%

CCP 83 74 9 12%

Provisions on CCP - - 0%

Subtotal (3) 83 74 9 12%

TOTAL 402 287 170 245 232 042 136%

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Note 1-2. Receivables on banking and financial institutionsThe balance of this item shows an amount of 183 294 KTND on 31.12.2018 compared to 197 032 KTND on 31.12.2017 and is broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Assets held in account in banking institutions 9 395 24 193 (14 798) (61%)

Loans to banking institutions 27 764 22 653 5 111 23%

Accounts receivable on assets and loans to banking institutions (4) (4) - 0%

Total claims on banking institutions 37 155 46 842 (9 687) (21%)

Assets held in account in financial institutions 15 189 22 737 (7 548) (33%)

Loans to financial institutions 129 078 125 484 3 594 3%

Accounts receivable on assets and loans to financial institutions 1 872 1 969 (97) (5%)

Total claims on financial institutions 146 139 150 190 (4 051) (3%)

TOTAL 183 294 197 032 (13 738) (7%)

As of 31/12/2018, there were no bad debts with banking and financial institutions.The distribution of claims on banking and financial institutions according to residual maturity is as follows:

DESCRIPTION < OR = 3 MONTHS

MORE THAN 3 MONTHS AND LESS

THAN 1 YEAR

MORE THAN 1 YEAR AND LESS

THAN 5 YEARS

MORE THAN 5 YEARS

TOTAL

Banking institutions 16 581 20 574 - - 37 155

Assets held in account in banking institutions 9 395 - - - 9 395

Loans to banking institutions 7 190 20 574 - - 27 764

Provisions to correspondents - - - - -

Accounts receivable on assets and loans to banking institutions (4) - - - (4)

Financial institutions 40 423 31 799 71 947 1 970 146 139

Assets held in account in financial institu-tions 15 189 - - - 15 189

Loans to financial institutions 23 362 31 799 71 947 1 970 129 078

Accounts receivable on assets and loans to financial institutions 1 872 - - - 1 872

TOTAL 57 004 52 373 71 947 1 970 183 294

The breakdown of claims on banks and financial institutions according to the nature of the relationship is as follows:

ITEM RELATED COMPANIES ASSOCIATE COMPANIES OTHERS TOTAL

Banking institutions - - 37 155 37 155

Assets held in account in banking institutions - - 9 395 9 395

Loans to banking institutions - - 27 764 27 764

Provisions to correspondents - - - -

Accounts receivable on assets and loans to banking institutions - - (4) (4)

Financial institutions - 40 987 105 152 146 139

Assets held in account in financial institutions - - 15 189 15 189

Loans to financial institutions - 40 987 88 091 129 078

Accounts receivable on assets and loans to financial institutions - - 1 872 1 872

TOTAL - 40 987 142 307 183 294

All claims on banks and financial institutions are not eligible for refinancing by the BCT.All claims on banks and financial institutions are not materialized by interbank market securities.

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Note 1-3. Customer receivables

The comparative evolution of customer receivables between 2018 and 2017 is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Customers’ accounts receivable (1) 993 444 887 284 106 160 12%

Other contributions to customers on ordinary resources (2) 4 349 092 4 564 776 (215 684) (5%)

Credits on special resources (3) 586 712 621 670 (34 958) (6%)

TOTAL 5 929 248 6 073 730 (144 482) (2%)

No imputation request is currently being studied by the donors for receivables on special resources.

(1) As of 31.12.2018, the accounts receivable are detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Customers’ accounts receivable 965 259 863 712 101 547 12%

Related receivables / Customers’ accounts receivable

28 185 23 572 4 613 20%

TOTAL 993 444 887 284 106 160 12%

(2) Other customer loans on ordinary resources are divided as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Other loans to customers in dinars 4 002 944 4 209 611 (206 667) (5%)

Other loans to customers in foreign currency 346 148 355 165 (9 017) (3%)

TOTAL 4 349 092 4 564 776 (215 684) (5%)

(1) As of 31.12.2018, outstanding amounts receivable from customers eligible for refinancing are estimated at 640 million dinars against 550 million dinars as of 31.12.2017.

(3) Special resource credits consist of the following:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Claims on budgetary resources 39 864 28 066 11 798 42%

Claims on external resources 546 848 593 604 (46 756) (8%)

TOTAL 586 712 621 670 (34 958) (6%)

It should be noted that the bank incurs a counterparty risk only on the credits borne by external resources.

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(4) Net movements of bad debts and corresponding provisions during the year are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Classified debts gross amount 1 278 578 1 182 420 96 158 8%

Provisions on 31/12/N-1 374 199 412 481 (38 282) (9%)

Fiscal year’s endowments 114 886 98 511 16 375 17%

Recovery of the fiscal year (56 751) (21 398) (35 353) 165%

Recovery of provisions on cancelled or transferred debts (35 223) (115 395) 80 172 (69%)

Provisions on 31/12/N 397 111 374 199 22 912 6%

Additional Provisions (Cir 2013-21) 170 949 144 670 26 279 18%

DEBT NET TOTAL 710 518 663 550 46 968 7%

(5) The amount of receivables from customers existing at the end of the financial year for which the corresponding revenues are only recognized as revenue during the financial year when the commitments are reduced as a result of actual collection are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Gross amount of classified claims 1 278 578 1 182 420 96 158 8%

Gross amount of non-classified claims 21 775 37 340 (15

565) (42%)

Gross amount of non-classified tourism receivables 318 896 208 072 110 824 53%

Reserved charges on 31/12/N-1 201 687 240 420 (38 733) (16%)

Endowment to reserved bank charges 69 279 46 615 22 664 49%

Endowment to reserved bank charges on tourism debts 6 156 9 694 (3 538) (36%)

Recovery of reserved bank charges on tourism debts (8 216) (3 397) (4 819) 142%

Recovery of reserved bank charges from the Fiscal Year (19 219) (21 421) 2 202 (10%)

Recovery of reserved bank charges on cancelled or transferred debts

(22 319) (70 224) 47 905 (68%)

TOTAL RESERVED BANK CHARGES ON AU 31/12/N 227 368 201 687 25 681 13%

(6) The breakdown of bank charges by type of commitment is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION%

Charges on accounts recei-vable to customers. 87 579 76 741 10 838 14%

Charges on other loans to custo-mers from ordinary resources 121 314 107 782 13 532 13%

Charges on external resources 18 475 17 164 1 311 8%

NET TOTAL OF RESERVED BANK CHARGES 227 368 201 687 25 681 13%

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(7) The breakdown of balance sheet and off-balance sheet commitments to customers at the end of the year according to their classification is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Commitments classified C0 and C1 7 210 835 6 652 591 558 244 8.4%

Commitments classified C2, C3, C4 and C5 (a) 1 278 578 1 182 420 96 158 8.1%

Total commitments (b) 8 489 413 7 835 011 654 402 8.4%

Reserved bank charges allocated to classified commitments (187 801) (156 396) (31 405) 20.1%

Provisions allocated to commitments by signature (1 370) (1 212) (158) 13.0%

Provisions assigned to classified commitments (395 741) (372 987) (22 754) 6.1%

Additional provisions (Cir 2013- 21) (170 949) (144 670) (26 279) 18.2%

Total provisions and bank charges (c) (755 861) (675 265) (80 596) 11.9%

Coverage rate of commitments classified (c / a) 59.12% 57.11% 2.0% 3.5%

Coverage rate of classified commitments excluding reserved charges 52.08% 50.57% 1.5% 3.0%

Rate of commitments classified (a / b) 15.06% 15.09% (0.0%) (0.2%)

Reserved bank charges assigned to current commitments (Cir 2011- 04) (396) (1 717) 1 321 (76.9%)

Reserved bank charges assigned tonon-classified commitments

(400) (2 743) 2 343 (85.4%)

Current reserved bank charges on the tourism sector (38 771) (40 831) 2 060 (5.0%)

Collective provisions assigned to current commitments (Cir 2012- 02) (69 575)

(66 526) (3 049) 4.6%

Collective provisions allocated to the current liabilities of the Carthage Cement relationship (5 109) - (5 109) 100%

Total provisions and reserved bank charges assigned to current commitments (114 251) (111 817) (2 434) 2.2%

General total of provisions and reserved bank charges(d) (870 112) (787 082) (83 030) 10.5%

COVERAGE RATE OF ALL COMMITMENTS (D/B)B) 10.25% 10.05% 0.2% 2.0%

The stock of provisions other than those assigned to commitments by signature and interest reserve were all presented as a deduction under heading (2) and are as follows:

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DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Provisions on receivables (AC 03) 641 374 584 183 57 191 10%

Provisions on classified receivables 395 741 372 987 22 754 6%

Collective provisions 69 575 66 526 8 158 12%

Collective provisions allocated to the current liabilities of the Carthage Cement relationship

5 109 - 5 109 100%

Additional Provisions (Cir 2013-21) 170 949 144 670 26 279 18%

Provisions on commitments by signature 1 370 1 212 158 13%

Provisions on commitments by signature 1 370 1 212 158 13%

Total provisions on receivables 642 744 585 395 57 349 10%

Reserved bank charges assigned to classified commitments 187 801 156 396 31 405 20%

Reserved bank charges assigned to unclassified commitments 400 2 743 (2 343) (85%)

Reserved bank charges assigned to current commitments (Cir 2011-04) 396 1 717 (1 321) (77%)

Reserved bank charges assigned to commitments in the current tourism sector 38 771 40 831 (2 060) (5%)

Total reserved bank charges 227 368 201 687 25 681 13%

GENERAL TOTAL OF PROVISIONS AND RESERVED BANK CHARGES 870 112 787 082 83 030 11%

(8) The breakdown of the entire liabilities portfolio of the bank as of December 31, 2018 by risk class and by type of commitment is as follows:

CLASSE / TYPE OF COMMITMENT

CLASS 0 CLASS 1 CLASS 2 CLASS 3 CLASS 4 CLASE 5 TOTAL

Overdraft (*) 405 772 162 588 21 814 23 024 358 064 14 244 985 505

Discounts 201 527 85 887 3 058 4 219 10 114 141 304 946

Short-term credits 513 528 396 624 4 563 16 136 209 964 3 491 1 144 305

Average and long-term credits 2 974 500 948 120 25 541 85 164 490 427 2 445 4 526 197

Commitments by signature 1 389 489 132 800 2 637 405 3 128 - 1 528 459

TOTAL 5 484 816 1 726 019 57 613 128 947 1 071 697 20 321 8 489 413

Including outstanding payments 808 (*) 153 623 9 008 29 930 464 549 6 408 664 326

(*): Outstanding on the « Carthage Cement » relationship

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(9) The breakdown by sector of credits granted in the form of disbursements and commitments by signature is as follows at December 31, 2018:

BUSINESS SECTOR 2 018 % 2 017 %

I – Agriculture 120 350 1.42% 118 248 1.51%

II – Industry 1 874 933 22.09% 1 570 351 20.04%

Mining 45 512 0.54% 23 908 0.31%

Energy 62 801 0.74% 31 980 0.41%

Food industry 290 181 3.42% 263 191 3.36%

Construction materials 306 828 3.61% 309 818 3.95%

Mechanical and electrical industries 316 238 3.73% 275 932 3.52%

Chemical and rubber industries 392 505 4.62% 232 238 2.96%

Textile 21 401 0.25% 20 361 0.26%

Clothing and leather industries 58 908 0.69% 60 085 0.77%

Wood. cork and furniture 37 705 0.44% 34 799 0.44%

Paper, printing and various industries 206 474 2.43% 189 667 2.42%

Building and public works 136 380 1.61% 128 372 1.64%

III – Services 6 494 130 76.50% 6 146 412 78.45%

Transport and telecommunications 374 165 4.41% 446 964 5.70%

Tourism 664 153 7.82% 662 707 8.46%

Agribusiness 127 327 1.50% 115 260 1.47%

Trade of building materials 139 262 1.64% 127 517 1.63%

Trade in hardware and related trades 366 127 4.31% 259 678 3.31%

Textile and leather trade 67 070 0.79% 66 754 0.85%

Various trade 421 896 4.97% 412 125 5.26%

Health 260 111 3.06% 238 610 3.05%

Finance 947 797 11.16% 683 719 8.73%

Leisure and culture 67 000 0.79% 57 792 0.74%

Individuals 1 922 170 22.64% 1 820 614 23.24%

Real estate development 1 023 195 12.05% 1 080 887 13.80%

Various 113 857 1.34% 173 785 2.22%

Total 8 489 413 100% 7 835 011 100%

Commitments (excluding those made to the public sector) related to the ten first business holdings represent 7% du of the bank’s total commitments as of December 31, 2018.

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(10) The breakdown by residual maturity of receivables on customers excluding provisions and reserved bank charges is as follows:

DESCRIPTION < OR = 3 MONTHS

MORE THAN 3 MONTHS & LESS THAN ONE YEAR

MORE THAN 1 YEAR

AND LESS THAN 5 YEARS

MORE THAN 5 YEARS TOTAL

Accounts receivable from customers 993 444 - - - 993 444

Accounts receivable from customers 965 259 - - - 965 259

Related receivables 28 185 - - - 28 185

Other customer loans on ordinary resources 445 366 599 358 2 107 879 1 196 489 4 349 092

Other customer loans in dinars 280 453 526 364 2 002 546 1 193 581 4 002 944

Other customer loans in currency 164 913 72 994 105 333 2 908 346 148

Special Resource Credits 139 003 91 137 274 451 82 121 586 712

Receivables from budgetary resources 39 864 - - - 39 864

Receivables from external resources 99 139 91 137 274 451 82 121 546 848

Total 1 577 813 690 495 2 382 330 1 278 610 5 929 248

(11) The breakdown by relationship type of customer receivables is as follows:

RUBRIQUE RELATED COMPANIES

ASSOCIATE COMPANIES OTHERS

TOTAL

Accounts receivable from customers - 15 733 977 711 993 444

Other customer loans from ordinary resources - 2 933 4 346 159 4 349 092

Other customer loans in dinars - 2 933 4 000 011 4 002 944

Other customer loans in foreign currency - - 346 148 346 148

Credits on special resources - - 586 712 586 712

Receivables from budgetary resources - - 39 864 39 864

Receivables from external resources - - 546 848 546 848

Total - 18 666 5 910 582 5 929 248

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Note 1-4. Commercial Securities Portfolio

As of 31.12.2018, this heading shows a balance of 285,622 K TND vs. a balance of 530,671 K TND as of 31.12.2017 and is detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Trading securities 89 484 67 419 22 065 33%

Treasury bonds 89 484 67 897 21 587 32%

Related receivables / Treasury bonds - (478) 478 (100%)

Investment securities 196 138 463 252 (267 114) (58%)

Fixed income securities 179 455 450 923 (271 468) (60%)

Treasury bills - 241 109 (241 109) (100%)

Related receivables / Treasury bills 8 8 184 (8 176) (100%)

Bond loans 172 938 193 776 (20 838) (11%)

Related receivables / Bond loans 6 509 7 854 (1 345) (17%)

Variable income securities 16 683 12 329 4 354 35%

Listed shares 18 038 13 931 4 107 29%

Provisions for unrealized loss of shares (1 355) (1 602) 247 (15%)

Total 285 622 530 671 (245 049) (46%)

No transfer of securities occurred in fiscal year 2018 between trading securities and investment securities. In addition, a stock of fungible treasury bills of 201,180 KTND was reclassified in the investment securities portfolio.As of 31.12.2018, the unrealized gain on listed shares and investment securities was 300 KTND against 117 KTND on 31.12.2017. The breakdown of trading and investment securities by type of issuer is detailed as follows:

Heading PUBLIC INSTITUTIONS

RELATED COMPANIES

ASSOCIATE COMPANIES OTHERS TOTAL

Trading securities - - - 89 484 89 484

Treasury bonds - - - 89 484 89 484

Investment securities - - 10 616 185 522 196 138

Fixed income securities - - 10 616 168 839 179 455

Treasury bonds - - - 8 8

Bond loans - - 10 616 168 831 179 447

Variable income securities - - - 16 683 16 683

Listed shares - - - 16 683 16 683

Total - - 10 616 275 006 285 622

Movements of equity provisions in 2018 as compared to 2017 are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Gross amount of variable income securities 18 038 13 931 4 107 29%

Provisions on 31/12 / N-1 (1 602) (1 917) 315 (16%)

FY endowment (816) (950) 134 (14%)

Recovery of provisions 1 063 1 265 (202) (16%)

Provisions on 31/12 / N (1 355) (1 602) 247 (15%)

Net total of investment securities 16 683 12 329 4 354 35%

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Note 1-5. Investment security portfolioThe investment securities portfolio shows a balance of 1,612,371 KTND as of 31.12.2018 compared to 1,361,537 KTND on 31.12.2017. It is broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Investment securities (1) 1 336 285 1 081 976 254 309 24%

Equity Securities (2) 134 932 131 688 3 244 2%

Shares in associated companies (3) 100 754 104 249 (3 495) (3%)Shares in affiliated companies (4) 8 880 13 078 (4 198) (32%)

Equities with retrocession agreement (5) 31 520 30 546 974 3%

Total 1 612 371 1 361 537 250 834 18%

As of 31.12.2018, the unrealized gain on listed shares and investment securities amounted to 17,589 thousand dinars, mainly on PGH and Tunisie Leasing & Factoring securities.The table below shows the transactions of investment securities portfolio:

Gross value on 726 755 31/12/2017 324 357 6 510 166 843 104 271 13 386 37 362 1 379 484

Amount remaining - to be released - - (18 017) - - - (18 017)

Related debts 30 084 8 757 32 - 279 - - 39 152

Provisions (300) (14 209) - (17 138) (301) (308) (6 816) (39 082)

Net total on 31/12/2017 756 539 318 895 6 542 131 688 104 249 13 078 30 546 1 361 537

Acquisitions/ reclassifications 163 609

80 851-

43 490 1 105-

6 600 295 655

Capital transfer/ (173) reduction 2018 - -

(45 012) (2 620) (4 506) (5 626) (57 937)

Gross value 890 191 as of 31/12/2018 405 208 6 510 165 321 102 756 8 880 38 336 1 617 202

Amount remaining - to be released -

-

-

(13 875)

-

-

-

(13 875)

Related debts 37 756 13 508 (22) - 165 - - 51 407

Endowment - (2 987) - (868) (1 868) - - (5 723)

Recovery - 640 - 1 492 2 308 - 2 442

Provisions (300) (16 566) - (16 514) (2 167) - (6 816) (42 363)

NET TOTAL AS OF 31/12/2018 927 647 402 150 6 488 134 932 100 754 8 880 31 520 1 612 371 PART DES

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(1) Investment Securities

The following sub-heading shows the figures as of 31.12.2018 vs. 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Treasury bonds 927 648 756 360 171 288 23%

Treasury bonds 889 921 726 312 163 609 23%

Related receivables 37 727 30 048 7 679 26%

Bonds - 179 (179) (100%)

Gross bonds 270 443 (173) (39%)

Provisions on bonds (300) (300) - 0%

Related receivables 30 36 (6) (17%)

Managed funds 402 149 318 895 83 254 26%

Gross outstanding of managed funds 405 208 324 357 80 851 25%

Provisions on managed funds (16 567) (14 219) (2 348) 17%

Related receivables 13 508 8 757 4 751 54%

Equity securities 6 488 6 542 (54) (1%)

Gross equity securities 6 510 6 510 - 0%

Related receivables / equity securities (22) 32 (54) (169%)

Total 1 336 285 1 081 976 254 309 24%

(2) Equity Securities

The following sub-heading shows the figures as of 31.12.2018 vs. 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 Variation %

Equity securities 165 321 166 843 (1 522) (1%)

Provisions on equity securities (16 514) (17 138) 624 (4%)

Amount remaining to be released on equity securities

(13 875) (18 017) 4 142 (23%)

Total 134 932 131 688 3 244 2%

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Break down of equity securities is as follows:

31/12/2018 31/12/2017

DESCRIP-TION%

% of share-holding

Subscribed amount

Amount remaining

to be re-leased

Released amount Provision Subscribed

amount

Amount remain-

ing to be released

Released amount Provision

Listed securities 14 303 - 14 303 (6 242) 51 666 - 51 666 (6 179)

PGH 0.43% 5 093 - 5 093 - 5 093 - 5 093 -

SYPHAXAIRLINES 3.59% 2 000 - 2 000 (2 000) 2 000 - 2 000 (2 000)

HANNIBAL LEASE 1.84% 1 282 - 1 282 (169) 1 638 - 1 638 (99)

MIP 4.71% 973 - 973 (850) 973 - 973 (766)

TAWASSOL GROUP HOLDING - - - - - 701 - 701 (375)

EURO-CYCLES 0.58% 1 171 - 1 171 (584) 1 171 - 1 171 (331)

UADH 1.85% 3 784 - 3 784 (2 639) 4 417 - 4 417 (2 608)

ENNAKL - - - - - 35 673 - 35 673 -

Non-listed securities 151 018 13 874 137 144 (10 272) 115 177 18 017 97 160 (10 959)

TUNISIE SICAV 3.83% 21 775 - 21 775 - 1 - 1 -

BATAM 13.71% 5 490 - 5 490 (5 490) 5 490 - 5 490 (5 490)

FCPR AMEN CAPI-TAL 100.00% 3 300 - 3 300 (45) 3 500 - 3 500 (45)

FCPR AMEN CAPI-TAL 2 68.80% 5 883 - 5 883 - 6 880 - 6 880 -

FCPR FONDS DE DEVELOPPEMENT REGIONAL

12.50% 5 000 - 5 000 (242) 5 000 - 5 000 (40)

STE PRIVE HOPI-TAL EL AMEN 4.50% 378 - 378 - 1 080 - 1 080 -

FIDELITY OBLIGA-TIONS SICAV 26.62% 47 256 - 47 256 - 26 256 - 26 256 (59)

FCPR TUNINVEST CROISSANCE 11.63% 3 000 203 2 797 (196) 3 000 240 2 760 (346)

FCPR SWING 15.92% 4 000 - 4 000 - 4 000 - 4 000 (273)

FCPR MAXULA ESPOIR 12.86% 1 500 - 1 500 - 1 500 - 1 500 -

ALTERMED APEF 7.38% 1 572 - 1 572 - 1 573 - 1 573 -

UNION DE FAC-TORING 9.24% 1 387 - 1 387 - 1 387 - 1 387 -

FCP SICAV MAC EPARGNANT 7.62% 1 239 - 1 239 - 1 183 - 1 183 -

FCPR TUNISIAN DEVELOPPEMENT 6.67% 1 003 - 1 003 (184) 1 003 - 1 003 (150)

PHENICIA SEED FUND 10.07% 826 - 826 (311) 826 - 826 (249)

FINACORP OBLI-GATION SICAV 27.75% 1 032 - 1 032 - 1 032 - 1 032 -

SOCIETE TUNIS CENTER 9.38% 938 - 938 - 938 - 938 -

LA MARINE HAM-MEMET SUD 3.59% 700 - 700 (335) 700 - 700 (329)

COTUNACE 3.22% 689 - 689 - 689 - 689 -

FCP MAC CROIS-SANCE 62.78% 1 904 - 1 904 (4) 1 745 - 1 745 -

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31/12/2018 31/12/2017

DESCRIPTION % DE DÉTENTION

MONTANT SOUSCRIT

MONTANT RESTANT À

LIBÉRER

MONTANT LIBÉRÉ PROVISION MONTANT

SOUSCRIT

MONTANT RESTANT

À LIBÉRER

MONTANT LIBÉRÉ PROVISION

LA MAISON DES BANQUES 7,16% 588 - 588 (170) 588 - 588 (192)

FCP SMART EQUITY 2 6,44% 500 - 500 - 500 - 500 (9)

FCPR VALEUR DEVELOPPEMENT 0,00% - - - - 500 - 500 (59)

TAYSIR MICRO FINANCE 5,51% 661 - 661 - 1 167 - 1 167 (463)

ADVANS TUNISIE 6,33% 760 95 665 - 570 - 570 -

SOCIETE INTER-BANK SERVICE 3,12% 400 - 400 (199) 400 - 400 (173)

STEG ENERGIES RENOUVELABLES 8,00% 100 - 100 - 100 - 100 -

CLINIQUE EL AMEN GAFSA 1,26% 37 - 37 - 83 - 83 -

CLINIQUE EL AMEN BEJA 1,33% 44 - 44 (9) 165 - 165 -

STE Dev Exp Zarzis 5,02% 300 - 300 - 300 - 300 -

MICROCRED TUNISIE SA 10,00% 1 200 - 1 200 - 1 200 - 1 200 -

SOCIETE MONETIQUE TUNISIE 10,37% 280 - 280 - 280 - 280 -

SIBTEL 6,74% 236 - 236 - 236 - 236 -

MAXULA D’INVESTISSEMENT SICAV

6,53% 200 - 200 - 200 - 200 -

SOCIETE TUNISIENNE DE GARANTIE 5,00% 150 - 150 - 150 - 150 -

TUNISIE CLEARING 3,00% 241 - 241 - 221 - 221 -

FCP MAC EQUILIBRE 29,19% 914 - 914 - 874 - 874 -

S T H Djerba 0,00% 193 - 193 (193) 193 - 193 (193)

S.O.D.I.N.O 0,26% 100 - 100 (40) 100 - 100 (40)

SAGES 15,10% 76 - 76 (76) 76 - 76 (76)

ELKHIR 31,64% 2 753 68 2 685 (2 685) 2 753 68 2 685 (2 685)

FCP MAC Horizon 2022 10,62% 1 750 - 1 750 - 1 500 - 1 500 -

FCP VALEURS INSTITUTIONNELLES 6,25% 2 000 - 2 000 - 2 000 - 2 000 -

FCP MAC EL HOUDA 13,02% 113 - 113 (1) 113 - 113 (9)

FCP AXIS CAPITAL PRUDENT 86,58% 7 498 - 7 498 - 12 000 - 12 000 -

FCP AFRICAMEN 33,33% 10 000 7 708 2 292 - 10 000 7 709 2 291 -

FCP AMEN SELECTION 50,61% 1 001 - 1 001 (87) 1 001 - 1 001 -

FCP AMEN CAPITAL 3 43,01% 10 000 5 800 4 200 - 10 000 10 000 - -

AUTRES 51 - 51 (5) 124 - 124 (79)

Total 165 321 13 874 151 447 (16 514) 166 843 18 017 148 826 (17 138)

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(3) Share in Associated Companies

The following sub-heading shows the figures as of 31.12.2018 vs. 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Shares in associated companies 102 756 104 271 (1 515) (1%)

Related receivables 165 279 (114) (41%)

Provisions on shares in associate companies (2 167) (301) (1 866) 620%

Total 100 754 104 249 (3 495) (3%)

The detailed distribution of shares in associated companies is as follows:

Description % of share-holding 31/12/2018 Provision 31/12/2018 31/12/2017 Provision

31/12/2017

Listed securities 31 473 - 31 473 -TUNISIE LEASING & FACTORING 32,48% 31 473 - 31 473 -

Non-listed securities 71 283 (2 167) 72 798 (301)

MAGHREB LEASING ALGERIE 42,61% 30 415 - 30 415 -

TLG FINANCE 23,63% 12 211 (1 775) 12 211 -

AMEN SANTE 16,00% 9 944 (93) 8 840 -

CLINIQUE EL AMEN NABEUL 16,06% 2 584 - 2 584 -

CLINIQUE EL AMEN BIZERTE 13,18% 2 136 - 4 536 -

EL IMRANE 20,00% 1 400 - 1 400 -

HAYETT 25,00% 3 013 - 3 013 -

EL KAWARIS 20,00% 660 - 659 -

AMEN INVEST 63,30% - - - -

TUNISYS 20,00% 300 - 448 -

SUNAGRI 27,00% 216 (216) 216 (216)

TUNINVESTINTERNATIONAL SICAR 29,80% 1 - 73 -

SICAV AMEN 0,11% 146 (83) 146 (85)

TUNINVEST INNOVATION SICAR 27,27% 136 - 136 -

AMEN PREMIERE 0,07% 74 - 74 -

ASSURANCE COMAR COTE D’IVOIRE 30,00% 5 516 - 5 516 -

SOCIETE NOUVELLE DE BOISSONS 20,00% 2 531 - 2 531 -

Total 102 756 (2 167) 104 271 (301)

No transfer between securities occurred during FY 2018.The shares in associated companies are totally released as of 31/12/2018.

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(4) Shares in related companies

The following sub-heading shows the figures as of 31.12.2018 vs. 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Shares in related companies 8 880 13 386 (4 506) (34%)

Amount remaining to be released on shares of associated companies. - - - 0%

Provisions on shares in related companies - (308) 308 (100%)

Total 8 880 13 078 (4 198) (32%)

The breakdown of shares in related companies is as follows:

DESCRIPTION % of Shareholding 31/12/2018 PROVISION 31/12/2018 31/12/2017 PROVISION

31/12/2017

AMEN PROJECT 53,01% 284 - 4 790 -

SOGEREC 99,97% 4 297 - 4 297 (308)

SICAR AMEN 88,20% 2 205 - 2 205 -

LE RECOUVREMENT 99,88% 300 - 300 -

AMEN CAPITAL 51,26% 300 - 300 -

AMEN INVEST 63,30% 1 494 - 1 494 -

Total 8 880 - 13 386 (308)

Shares in related companies are fully released as of 31/12/2018.

(5) Securities with retrocession agreement

The following sub-heading shows the figures as of 31.12.2018 vs. 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Shares with a retrocession agreement 38 336 37 362 974 3%

Payable balance to release on equity with retrocession agreement - - - 0%

Related debts - - - 0%

Provisions on equity with retrocession agreement (6 816) (6 816) - 0%

Total 31 520 30 546 974 3%

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Les renseignements sur les entreprises filiales de la banque se présentent comme suit :

(*) La banque détient indirectement 99,90% du capital de la société «Amen Corporate Finance» à travers sa filiale Amen capital ce qui ne permet de la classer en tant qu’entreprise filiale.

Note 1-6. Valeurs immobiliséesLes valeurs immobilisées accusent au 31.12.2018 un solde de 166 778 mDT contre un solde de 163 219 mDT au 31.12.2017 et se détaillent comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Immobilisations incorporelles 878 1 101 (223) (20%)

Immobilisations incorporelles 9 139 8 981 158 2%

Amortissement des immobilisations incorporelles (8 077) (7 696) (381) 5%

Provisions sur immobilisations incorporelles (184) (184) (0) 0%

Immobilisations corporelles 162 600 158 243 4 357 3%

Immobilisations corporelles 232 790 222 184 10 606 5%

Amortissement des immobilisations corporelles (69 993) (63 744) (6 249) 10%

Provisions sur immobilisations corporelles (197) (197) - 0%

Immobilisations encours 3 300 3 875 (575) (15%)

Immobilisations encours 3 300 3 875 (575) (15%)

TOTAL 166 778 163 219 3 559 2%

Aucune garantie ou sûreté n’est consentie à des tiers sur les immobilisations de la banque

Le montant des immobilisations détenues par la banque et prêtes à être cédées totalisent au 31/12/2018 un montant de 28 959 mdt.

Details about the subsidiaries are listed below:

SUBSIDIARY ADDRESS ACTIVITY SHAREHOLDING %

EQUITIES 2018 NET EARNINGS 2018

SICAR AMEN AMEN BANK SICAR 88.20% 15 007 2 301

LE RECOUVREMENT AMEN BANK Debt Collection Company 99.88% 4 141 1 365

AMEN PROJECT AMEN BANK Investment Company 53.01% 758 44

SOGEREC AMEN BANK – C Tower Debt Collection Company 99.97% 4 505 520

AMEN CAPITAL AMEN BANK – C Tower Fund Management Company 51.00% 1 386 333

AMEN INVEST AMEN BANK – C Tower Stock Exchange Broker 63.30% 3 656 60

AMEN CORPORATE FINANCE SARL

AMEN BANK – C Tower Fund Management Company 0.00% (*) 18 17

(*)The bank indirectly owns 99.90% of the capital of the company “Amen Corporate Finance” through its subsidiary Amen capital which does not allow its classification as a subsidiary.

Note 1-6. Fixed Assets Fixed assets show as of 31.12.2018 a balance of 166,778 KTD against a balance of 163,219 KTD at 31.12.2017 and are detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Intangible assets 878 1 101 (223) (20%)

Intangible assets 9 139 8 981 158 2%

Amortization of intangible assets (8 077) (7 696) (381) 5%

Provisions on intangible assets (184) (184) (0) 0%

Tangible assets 162 600 158 243 4 357 3%

Tangible assets 232 790 222 184 10 606 5%

Amortization of tangible assets (69 993) (63 744) (6 249) 10%

Provisions on tangible assets (197) (197) - 0%

Outstanding fixed assets 3 300 3 875 (575) (15%)

Outstanding fixed assets 3 300 3 875 (575) (15%)

TOTAL 166 778 163 219 3 559 2%

No guarantee or security is granted to third parties on any of the bank’s fixed assets.

Fixed assets held by the bank and ready to be sold at the end December 2018 amounted to 28 959 KTND.

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The flows of fixed assets movements, including acquisitions and transfers, are as follows:

VARIATION OF FIXED ASSETS AS OF 31/12/2018

DESCRIPTIONGROSS

VALUE ON 31/12/2017

ACQUISITION SALE / TRANSFER

GROSS VALUE ON 31/12/2018

ACCUMULATED. DEPRECIATION/

PROV ON 31/12/2017

ENDOWMENT RECOVERY/ RELEASE

ACCUM. DEPR ON

31/12/2018

NAV ON 31/12/2018

1 Intangible fixed assets 8 981 158 - 9 139 (7 880) (381) - (8 261) 878

Business capital 184 - - 184 (184) - - (184) -

Software 7 832 158 - 7 990 (6 989) (341) - (7 330) 660

Leasehold 965 - - 965 (707) (40) - (747) 218

Other intangible fixed assets

- - - - - - - - -

2) Tangible fixed assets 222 184 10 961 (355) 232 790 (63 941) (6 259) 10 (70 190) 162 600

Operating fixed assets 136 632 678 (10) 137 300 (32 222) (3 294) 10 (35 506) 101 794

Operating Lands 39 952 - - 39 952 39 952

Buildings 68 802 - - 68 802 (15 159) (1 374) - (16 533) 52 269

Development of buildings 27 878 678 (10) 28 546 (17 063) (1 920) 10 (18 973) 9 573

Unused fixed assets 47 913 5 945 - 53 858 (4 340) (255) - (4 595) 49 263

Unused lands - - - - - - - - -

Buildings 47 913 5 945 - 53 858 (4 340) (255) - (4 595) 49 263

Office furniture 7 565 199 (15) 7 749 (4 890) (577) - (5 467) 2 282

Transport equipment 4 425 986 (330) 5 081 (2 608) (531) - (3 139) 1 942

Computer equipment 10 118 2 889 - 13 007 (8 288) (726) - (9 014) 3 993

ATMs 7 007 4 - 7 011 (5 454) (344) - (5 798) 1 213

Safes 2 327 - - 2 327 (1 655) (90) - (1 745) 582

Other fixed assets 6 197 260 - 6 457 (4 484) (442) - (4 926) 1 531

3) Outstanding fixed assets

3 875 1 873 (2 448) 3 300 - - - - 3 300

Outstanding tangible fixed assets

1 396 1 611 (152) 2 855 - - - - 2 855

Outstanding intangible fixed assets

2 479 262 (2 296) 445 - - - - 445

TOTAL 235 040 12 992 (2 803) 245 229 (71 821) (6 640) 10 (78 451) 166 778

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Note 1-7. Other Assets

As of 31.12.2018, other assets amounted to 233 528 KTND vs 159 764 KTND in 2017 and are broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Suspense and regularization accounts 92 596 66 468 26 128 39%

Suspense accounts 18 975 14 033 4 942 35%

Suspense accounts of the trading room 5 962 5 287 675 13%

Compensation suspense accounts 10 328 8 316 2 012 24%

Other suspense accounts 2 685 430 2 255 525%

Regularization accounts 73 621 52 435 21 186 40%

Others 140 932 93 296 47 636 51%

Material stocks, equipment and stamps 365 419 (54) (13%)

State, fiscal charges and taxes 11 353 538 10 815 2010%

Family allowances 211 143 68 48%

Deposits and guarantees 87 117 (30) (26%)

Transactions with the staff 75 521 71 588 3 933 5%

Various debtors 49 360 16 581 32 779 198%

Claims on the State 900 1 027 (127) (12%)

Others 3 135 2 883 252 9%

TOTAL 233 528 159 764 73 764 46%

The net movements of provisions on the accounts under section AC7 are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Provisions on suspense and regularization accounts (16 636) (16 513) (123) 1%

Provisions on suspense and regularization ac-counts of the trading room (7 331) (7 331) - 0%

Provisions on compensation suspense accounts (8 042) (7 780) (262) 3%

Provisions on other suspense accounts (1 263) (1 402) 139 (10%)

Provisions on other accounts under AC7 (18 118) (19 278) 1 160 (6%)

Provisions on operations with staff (693) (717) 24 (3%)

Provisions on various receivables (2 056) (3 190) 1 134 (36%)

Provisions on other accounts (15 369) (15 371) 2 (0%)

TOTAL (34 754) (35 791) 1 037 (3%)

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Movements of provisions on accounts under AC7 are as follows:

DESCRIPTION 31/12/2017 Allocation Withdrawal 31/12/2018

Provisions on suspense and regularization accounts (16 513) (691) 568 (16 636)

Provisions on suspense and regularization accounts of the trading room (7 331) - - (7 331)

Provisions on compensation suspense accounts (7 780) (611) 349 (8 042)

Provisions on other suspense accounts (1 402) (80) 219 (1 263)

Provisions on other accounts (19 278) (38) 1 199 (18 118)

Provisions on operations with staff (717) (37) 61 (693)

Provisions on various receivables (3 190) - 1 134 (2 056)

Provisions on other accounts (15 371) (1) 3 (15 369)

Total (35 791) (729) 1 767 (34 754)

2 Explanatory Notes on the Balance Sheet - Liabilities

Note 2-1. Central Bank of Tunisia and CCP

The balance of this heading corresponds exclusively to the debts owed to the Central Bank of Tunisia.As of 31.12.2018, this heading shows a balance of 1,072,065 KTND, thus recording a decrease of 102,751 KTND compared to 31.12.2017.

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Accounts receivable with the BCT 25 25 - 0%

Loans from the BCT Dinars 1 068 000 1 174 000 (106 000) (9%)

Debts related to loans from the BCT 4 040 791 3 249 411%

Total 1 072 065 1 174 816 (102 751) (9%)

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Note 2-2. Deposits and assets of banking and financial institutions

Deposits and assets of banking and financial institutions show a balance of 235,057 KTND at 31.12.2018 vs. a balance of 385,115 as of 31.12.2017 and are detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Deposits and assets of banking institutions 231 512 378 744 (147 232) (39%)

Deposits and assets of financial institutions 3 545 6 371 (2 826) (44%)

TOTAL 235 057 385 115 (150 058) (39%)

Deposits and assets of banking institutions are detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Assets in banking institutions 71 536 74 237 (2 701) (4%)

Loans from banking institutions 159 976 304 507 (144 531) (47%)

DEPOSITS AND ASSETS IN BANKING INSTITUTIONS 231 512 378 744 (147 232) (39%)

The breakdown of deposits and assets of banking and financial institutions according to residual maturity is detailed as follows:

DESCRIPTION < OR = 3 MONTHS

MORE THAN 3 MONTHS AND LESS

THAN 1 YEAR

MORE THAN 1 YEAR AND

LESS THAN 5 YEARS

MORE THAN 5 YEARS TOTAL

Banking institutions 85 526 145 986 - - 231 512

Assets held in account in banking institutions 71 536 - - - 71 536

Loans to banking institutions in dinars - - - - -

Loans to banking institutions in foreign currency 13 367 145 986 - - 159 353

Accounts receivable on loans to banking institutions 623 - - - 623

Financial institutions 3 545 - - - 3 545

Assets held in account in financial institutions 3 533 - - - 3 533

Loans to financial institutions 12 - - - 12

TOTAL 89 071 145 986 - - 235 057

The breakdown of deposits and assets of banking and financial institutions according to the nature of the relationship is as follows:

DESCRIPTION RELATED COMPANIES

ASSOCIATED COMPANIES OTHERS TOTAL

Deposits and assets of banking institutions - - 231 512 231 512

Deposits and assets of financial institutions - - 3 545 3 545

TOTAL - - 235 057 235 057

All debts on banking institutions and financial institutions are not materialized by securities of the interbank market.

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Note 2-3. Customer Deposits and Assets

Customer deposits and assets show a balance of 5,516,889 thousand dinars as of 31.12.2018 compared to a balance of 5,137,206 thousand dinars as of 31.12.2017, broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Demand deposits 1 618 911 1 605 209 13 702 1%

Other customer deposits and assets 3 897 978 3 531 997 365 981 10%

Savings 1 469 211 1 419 541 49 670 3%

Term deposits 2 284 316 2 009 464 274 852 14%

Term deposits in dinars 1 872 381 1 622 085 250 296 15%

Debts attached to Term Deposits in dinars 2 696 12 717 (10 021) (79%)

Time deposits in foreign currencies 406 800 373 067 33 733 9%

Related Debts on Foreign Currency Term Deposits 2 439 1 595 844 53%

Other amounts due to customers 144 451 102 992 41 459 40%

Total 5 516 889 5 137 206 379 683 7%

The breakdown of customer deposits and assets by residual maturity is as follows:

DESCRIPTION < OR = 3 Months

More than 3 months and less than 1 year

More than 1 year and less than 5

years

More than 5 years

Having no maturity TOTAL

Demand deposits 1 618 911 - - - - 1 618 911

Saving 1 469 211 - - - - 1 469 211

Term deposits 1 013 767 984 269 281 145 - - 2 279 181

Other amounts due to customers 144 451 - - - - 144 451

Related debts 5 135 - - - - 5 135

TOTAL 4 251 475 984 269 281 145 - - 5 516 889

9The breakdown of customer deposits and assets by type of relationship excluding related debts is as follows:

ITEM Related companies Associated companies Others TOTAL

Demand deposits 10 162 25 034 1 583 715 1 618 911

Saving - - 1 469 211 1 469 211

Term deposits 2 685 4 690 2 271 806 2 279 181

Other amounts due to customers - - 144 451 144 451

Related debts - - 5 135 5 135

Total 12 847 29 724 5 474 318 5 516 889

Note 2-4. Loans and special resources

The balance of this heading amounts to 876 255 KTD as of 31/12/2018 vs. 968 065 KTD as of 31/12/2017.ts breakdown is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Materialized loans 282 714 330 301 (47 587) (14%)

Special Resources 593 541 637 764 (44 223) (7%)

Total 876 255 968 065 (91 810) (9%)

The balance of materialized loans is subdivided as follows as of 31.12.2018 vs. 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Materialized loans 274 248 322 080 (47 832) (15%)

Debts attached to materialized loans 8 466 8 221 245 3%

Total 282 714 330 301 (47 587) (14%)

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Materialized loan movement as of 31.12.2018 is summarized in the table below:

LOANS INITIAL CAPITAL RATE EMISSION DATE OUTSTANDING

ON 31/12/2017REFUND/

EMISSIONSOUTSTANDING

ON 31/12/2018

Subordinated loans 490 000 319 580 (49 332) 270 248

AMEN BANK 2008 A Category 20 000 7% 01/05/2008 - 21/05/2023 7 999 (1 333) 6 666

AMEN BANK 2008 B Category 20 000 7% 01/05/2008 - 21/05/2028 11 000 (1 000) 10 000

AMEN BANK 2009 A Category 30 000 5% 30/09/2009 - 30/09/2024 9 990 (2 001) 7 989

AMEN BANK 2009 B Category 30 000 MMR+0.85% 30/09/2009 - 30/09/2024 17 994 (2 001) 15 993

AMEN BANK 2010 80 000 MMR+0.85% 01/08/2010 - 31/08/2025 42 648 (5 336) 37 312

AMEN BANK 2011 A Category 40 500 6% 26/09/2011 - 25/09/2021 16 200 (4 050) 12 150

AMEN BANK 2011 B Category 9 500 MMR+1% 27/09/2011 - 25/09/2021 3 800 (950) 2 850

AMEN BANK 2012 B Category 40 000 MMR+1.3% 26/09/2012 - 17/09/2022 20 000 (4 000) 16 000

AMEN BANK 2012 A Category 10 000 6.25% 27/09/2012 - 17/09/2022 5 000 (1 000) 4 000

AMEN BANK 2014 A Category (fixed rate) 38 800 7.35% 28/02/2015 - 27/02/2022 23 280 (7 760) 15 520

AMEN BANK 2014 B Category (fixed rate) 500 7.45% 28/02/2015 - 27/02/2022 20 700 (4 140) 16 560

AMEN BANK 2014 A Category (variable rate)

20 700 MMR+1.9% 28/02/2015 - 27/02/2022 300 (100) 200

AMEN BANK 2016 A Category 46 655 7.45% 27/09/2016 - 21/11/2021 37 324 (9 331) 27 993

AMEN BANK 2016 B Category 23 345 7.50% 27/09/2016 - 21/11/2023 23 345 - 23 345

AMEN BANK 2017-1 A Category 23 900 7.50% 22/03/2017 - 30/04/2022 23 900 (4 780) 19 120

AMEN BANK 2017-1 B Category 3 000 7.50% 22/03/2017 - 30/04/2024 3 000 - 3 000

AMEN BANK 2017-1 C Category 13 100 7.50% 22/03/2017 - 30/04/2024 13 100 - 13 100

AMEN BANK 2017-2 A Category 750 7.50% 25/10/2017 au 25/12/2022 750 (150) 600

AMEN BANK 2017-2 B Category 7 000 7.55% 25/10/2017 au 25/12/2022 7 000 (1 400) 5 600

AMEN BANK 2017-2 C Category 1 250 7.75% 25/10/2017 au 25/12/2024 1 250 - 1 250

AMEN BANK 2017-2 D Category 14 500 7.95% 25/10/2017 au 25/12/2024 14 500 - 14 500

AMEN BANK 2017-2 E Category 16 500 7.98% 25/10/2017 au 25/12/2024 16 500 - 16 500

Loans by private agreement 7 000 2 500 1 500 4 000

Loan by private agreement 5 000 MMR+2% 2 500 (500) 2 000

Loan of the national post office 2 000 7.24% - 2 000 2 000

Total 497 000 322 080 (47 832) 274 248

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The balance of special resources is subdivided as follows as of 31.12.2018 and 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Budgetary Resources 7 815 7 254 561 8%

External Resources 585 726 630 510 (44 784) (7%)

TOTAL 593 541 637 764 (44 223) (7%)

The breakdown of external resources by line excluding related debts is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

External lines in dinars 553 282 594 081 (40 799) (7%)

BIRD line 795 795 - 0%

Italian line 6 607 8 899 (2 292) (26%)

CFD line (UPGRADE) 14 477 16 210 (1 733) (11%)

CFD line financial restructuring 4 034 5 604 (1 570) (28%)

World Bank line for Funding Micro & SMEs 4 941 6 084 (1 143) (19%)

Spanish line (CBT 2002/7) - 2 388 (2 388) (100%)

AFD Hotel line 32 519 39 498 (6 979) (18%)

EIB investment line 350 945 420 340 (69 395) (17%)

World Bank energy efficiency line 43 395 43 893 (498) (1%)

ADB-MPME line 3 571 4 286 (715) (17%)

SANAD line 20 246 26 031 (5 785) (22%)

World Bank energy efficiency line 1 778 - 1 778 100%

FADES line 16 471 400 16 071 4018%

World Bank line for Funding Micro & SMEs II 5 000 5 000 - 0%

AFD-IMF line 31 328 14 653 16 675 114%

AFD-SUNREF TF credit line 17 175 - 17 175 100%

External lines in foreign currencies 28 424 32 263 (3 839) (12%)

EIB line in EURO “EIB” 28 422 32 261 (3 839) (12%)

KFW line in EURO 2 2 - 0%

Total 581 706 626 344 (44 638) (7%)

Related debts 4 020 4 166 (146) (4%)

Total 585 726 630 510 (44 784) (7%)

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The breakdown of loans and special resources by residual maturity is as follows:

DESCRIPTION < OR = 3 Months

More than 3 months and less than 1 year

More than 1 year and less than 5 years

More than 5 years TOTAL

Materialized loans 20 466 38 332 188 980 34 936 282 714

Materialized loans 12 000 38 332 188 980 34 936 274 248

Related debts 8 466 - - - 8 466

External resources 9 989 101 025 342 491 132 221 585 726

External resources in dinars 4 829 93 681 324 679 130 093 553 282

External resources in foreign currency 1 140 7 344 17 812 2 128 28 424

Related debts 4 020 - - - 4 020

Budget resources 7 815 - - - 7 815

Budget resources 7 674 - - - 7 674

Related debts 141 - - - 141

Total 38 270 139 357 531 471 167 157 876 255

The distribution of loans and special resources per type of relationship with the bank is detailed below:

ITEMRELATED COMPANIES ASSOCIATED

COMPANIES OTHERSTOTAL

Materialized loans 1 000 35 431 246 283 282 714

Budget resources - - 7 815 7 815

External resources - - 585 726 585 726

Total 1 000 35 431 839 824 876 255

Note 2-5. Other Liabilities

Other liabilities were subdivided as follows as of 31.12.2018 vs 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Provisions on commitment by signature 1 370 1 212 158 13%

Other provisions for liabilities and charges 4 199 8 109 (3 910) (48%)

Provisions for liabilities and charges 5 569 9 321 (3 752) (40%)

Suspense and regularization accounts 202 012 162 718 39 294 24%

Suspense accounts 4 401 3 495 906 26%

Regularization accounts - (5) 5 (100%)

Various creditors 164 168 131 419 32 749 25%

Various creditors on compensation accounts 77 689 46 837 30 852 66%

Personnel deposits 4 820 4 682 138 3%

Charges due 81 659 79 900 1 759 2%

State, taxes and fiscal dues 32 255 26 363 5 892 22%

Others 1 188 1 446 (258) (18%)

Total other liabilities 207 581 172 039 35 542 21%

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Le solde des ressources spéciales se subdivise comme suit au 31.12.2018 et au 31.12.2017 :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Ressources budgétaires 7 815 7 254 561 8%

Ressources extérieures 585 726 630 510 (44 784) (7%)

Total 593 541 637 764 (44 223) (7%)

La ventilation des ressources extérieures par ligne, hors dettes rattachées se détaille comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Lignes extérieures en dinars 553 282 594 081 (40 799) (7%)

Ligne BIRD 795 795 - 0%

Ligne ITALIENNE 6 607 8 899 (2 292) (26%)

Ligne CFD (MISE À NIVEAU) 14 477 16 210 (1 733) (11%)

Ligne CFD restructuration financière 4 034 5 604 (1 570) (28%)

Ligne BANQUE MONDIALE POUR LE FINAN. MICRO & PME 4 941 6 084 (1 143) (19%)

Ligne ESPAGNOLE (BCT 2002/7) - 2 388 (2 388) (100%)

Ligne AFD HOTELLERIE 32 519 39 498 (6 979) (18%)

Ligne BEI INVESTISSEMENT 350 945 420 340 (69 395) (17%)

Ligne BM EFFICACITE ENERGETIQUE 43 395 43 893 (498) (1%)

Ligne BAD-MPME 3 571 4 286 (715) (17%)

Ligne SANAD 20 246 26 031 (5 785) (22%)

Ligne BQ MONDIALE EFFICACITE ENERGETIQUE 1 778 - 1 778 100%

Ligne FADES 16 471 400 16 071 4018%

Ligne BANQUE MONDIALE POUR LE FINANCEMENT DES MPM ENTREPRISES II 5 000 5 000 - 0%

Ligne AFD-IMF 31 328 14 653 16 675 114%

LIGNE DE CREDIT AFD-SUNREF TF 17 175 - 17 175 100%

Lignes extérieures en devises 28 424 32 263 (3 839) (12%)

Ligne BEI en EURO «BEI» 28 422 32 261 (3 839) (12%)

Ligne KFW en EURO 2 2 - 0%

Total 581 706 626 344 (44 638) (7%)

Dettes rattachées 4 020 4 166 (146) (4%)

Total 585 726 630 510 (44 784) (7%)

3 Explanatory Notes on the Balance Sheet – Equities Amen Bank’s corporate capital amounted on December 31, 2018 to 905, 281 KTND recording hence an increase of 86, 324 KTND compared to 31.12.2017.

This increase results from the following factors:* The allocation of the 2017 earnings with dividends distributed for 33 101 KTND;* The movements on the social and retirement fund for 545 KTND;* The profits as of 31.12.2018 amounting to 119 970 KTND.

The variation of shareholders’ equities is shown in table below:CO

RPO

RATE

CA

PITA

L

LEG

AL

RESE

RVES

SPEC

IAL

REG

IME

AN

D

REIN

VEST

MEN

T RE

SERV

ES

ISSU

ING

A

LLO

WA

NCE

SOCI

AL

AN

D

RETI

REM

ENT

FUN

D (*

)

REEV

ALU

ATIO

N

VARI

AN

CE (

**)

RETA

INED

EA

RNIN

G

FY P

ROFI

T

TOTA

L

Balance on 31/12/2017 132 405 12 222 400 639 120 979 38 373 423 5 113 911 818 957

Allocation of 2017 earnings - 1 018 75 792 - 4 000 - 33 101 (113 911) -

Distribution of dividends - - - - - - (33 101) - (33 101)

Increase of capital in cash- - - - - - - - -

Reclassification and other variations (***) - - (4) - 4 - - - -

Accounting modifications - - - - - - - - -

Other operations on social fund - - - - (545) - - - (545)

FY 2018 earnings - - - - - - - 119 970 119 970

Balance as of 31/12/2018 132 405 13 240 476 427 120 979 41 832 423 5 119 970 905 281

(*)As of December 31, 2018, the social and retirement fund item was as follows:• Social fund (reimbursable use) for: 41 472 KND• Retirement fund (non-reimbursable use) for 360 KTND(**)The balance of the reevaluation gap item corresponds to reserves for the reevaluation of tangible fixed assets for an amount of 423 KTND.

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4 Explanatory notes on off-balance commitments

Note 4-1. Securities, guarantees and other warranties

As of December 31, 2018, the balance of this item amounted to 707 124 KTND vs. 593 387 KTND at the end of FY 2017 and is broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Securities 666 749 545 921 120 828 22%

Guarantees 31 061 34 847 (3 786) (11%)

Other warranties provided 9 314 12 619 (3 305) (26%)

Total 707 124 593 387 113 737 19%

Outstanding securities as of December 31, 2018 are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Securities for banks 264 484 293 698 (29 214) (10%)

Securities for financial institutions 10 090 10 090 - 0%

Securities for customers 392 175 242 133 150 042 62%

Total 666 749 545 921 120 828 22%

Outstanding guarantees as of December 31, 2018 are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Guarantees 31 061 34 847 (3 786) (11%)

Total 31 061 34 847 (3 786) (11%)

The breakdown of securities by type of relationship is as follows:

Item Related companies Associated companies Others TOTAL

Guarantees for banks - - 264 484 264 484

Guarantees for financial institutions - 10 090 - 10 090

Guarantees for customers - - 392 175 392 175

Total - 10 090 656 659 666 749

Note 4-2. Documentary credits

Documentary credits increased from 305 206 KTND as of 31.12.2017 to 379 541 KTND as of 31.12.2018 and are broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Import documentary credits 254 935 246 407 8 528 3%

Export documentary credits 124 606 58 799 65 807 112%

Total 379 541 305 206 74 335 24%

The breakdown of documentary credits by type of relationship is as follows:

Item Related companies Associated companies Others TOTAL

Import documentary credits - 2 003 252 932 254 935

Export documentary credits - - 124 606 124 606

Total - 2 003 377 538 379 541

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Note 4-3. Pledged assets

The balance of this item corresponds to the book value of the treasury bills and fundable bills given by the bank as collateral for the refinancing included in the liabilities.The balance of this heading is detailed as of 31.12.2018 as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Fundable bills pledged as security 640 000 552 100 87 900 16%

Treasury bonds pledged as security 367 000 541 900 (174 900) (32%)

National loan pledged as security 61 000 80 000 (19 000) (24%)

TOTAL 1 068 000 1 174 000 (106 000) (9%)

Note 4-4. Commitments given

As of 31.12.2018, commitments given amounted to 470 676 KTND and are detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Financing commitments given 456 801 245 245 211 556 86%

Interbank loans in hard currency confirmed but not yet disbursed 3 282 45 3 237 7235%

Credits to customers confirmed not yet released 441 794 234 188 207 606 89%

Credits to customers confirmed, but not yet disbursed in the mid- term 116 327 174 819 (58 492) (33%)

Credits to customers confirmed but not yet disbursed in the long term 14 600 50 283 (35 683) (71%)

Credits to customers confirmed but not yet disbursed in the short term 310 867 9 086 301 781 3321%

Credit authorization by card 11 725 11 012 713 6%

Commitments on securities 13 875 18 017 (4 142) (23%)

Non-released equities 13 875 18 017 (4 142) (23%)

Securities to be received - - - 0%

Securities to be delivered - - - 0%

Total 470 676 263 262 207 414 79%

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The commitments given according to the type of parties with which operations are concluded are distributed as follows:

RUBRIQUE Related companies Associated companies Others TOTAL

Financing commitments given - 6 570 450 231 456 801

Inter-banking loans in hard currency, confirmed and not yet delivered - - 3 282 3 282

Funding commitments made - 6 570 435 224 441 794

Credit authorizations by card - - 11 725 11 725

Commitments on securities - - 13 875 13 875

Non released equities - - 13 875 13 875

Securities to be received - - - -

Securities to be delivered - - - -

Total - 6 570 464 106 470 676

Note 4-5. Financing commitments received

The financing commitments received show a nil balance at 31.12.2018.

Note 4-6. Received guarantees

Outstanding guarantees received amounted to 3,883,407 thousand dinars as of 31.12.2018 vs. 3,554,278 thousand dinars at the end of FY 2017. This outstanding amount corresponds to the accepted guarantees recognized in accordance with the provisions of BCT circular 91-24 within the limit of the commitment.

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Guarantees received from the State 154 682 104 345 50 337 48%

Guaranties received from other banking and financial institutions and insurance companies

172 591 39 019 133 572 342%

Guaranties received from customers 3 556 134 3 410 914 145 220 4%

Total 3 883 407 3 554 278 329 129 9%

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La répartition des garanties reçues de la clientèle de la banque au 31.12.2018 par classe de risque et par nature de garanties se présente comme suit :

CLASSE GARANTIES RÉELLES

GARANTIES REÇUES DE

L’ETAT

GARANTIES REÇUES / ETAB.

BANCAIRES

ACTIFS FINANCIERS

GARANTIES REÇUES /

ASSURANCESAUTRES

TOTAL DES GARANTIES

REÇUES

Classe 0 1 656 533 121 256 87 621 146 649 1 296 5 146 2 018 501

Classe 1 1 044 676 17 328 83 274 14 803 400 383 1 160 864

Classe 2 31 608 15 - 15 - - 31 638

Classe 3 96 018 1 681 - 1 971 - - 99 670

Classe 4 549 985 14 401 - 520 - 608 565 514

Classe 5 7 085 - - 31 - 104 7 220

Total 3 385 905 154 681 170 895 163 989 1 696 6 241 3 883 407

Note sur les opérations de changeLes opérations de change au comptant non dénouées à la date du 31.12.2018 s’élèvent à (5 525) mDT et se présentent comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Devises vendues au comptant à livrer (12 183) (137 774) 125 591 (91%)

Devises achetées au comptant à recevoir 6 658 10 109 (3 451) (34%)

Total (5 525) (127 665) 122 141 (96%)

Les opérations de change à terme contractées à des fins de couverture et non dénouées à la date du 31.12.2018 s’élèvent à 358 805 mDT et se présentent comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Devises vendues à terme à livrer (381 479) (194 426) (187 053) 96%

Devises achetées à terme à recevoir 740 284 934 012 (193 728) (21%)

Total 358 805 739 586 (380 781) (51%)

The guarantees received from the bank’s customers as of December 31, 2018 by class of risk and by type of guarantee are distributed as follows:

CLASS Real GuaranteesGuarantees

Received from the

State

Guarantees Received

from Banking Institutions

Financial Assets

Guarantees Received from

InsurancesOthers

Total Guarantees

Received

Class 0 1 656 533 121 256 87 621 146 649 1 296 5 146 2 018 501

Class 1 1 044 676 17 328 83 274 14 803 400 383 1 160 864

Class 2 31 608 15 - 15 - - 31 638

Class 3 96 018 1 681 - 1 971 - - 99 670

Class 4 549 985 14 401 - 520 - 608 565 514

Class 5 7 085 - - 31 - 104 7 220

Total 3 385 905 154 681 170 895 163 989 1 696 6 241 3 883 407

Note on foreign exchange transactions

The uncollected spot foreign exchange transactions as of 31.12.2018 amounted to (5,525) KTND and are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Spot sale of currency to be delivered (12 183) (137 774) 125 591 (91%)

Spot sale of currency to be received 6 658 10 109 (3 451) (34%)

Total (5 525) (127 665) 122 141 (96%)

Foreign exchange forward transactions contracted for hedging purposes and not settled as of 31.12.2018 amount to 358 805 KTND and are distributed follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Forward sale of currency to be delivered (381 479) (194 426) (187 053) 96%

Forward sale of currency to be received 740 284 934 012 (193 728) (21%)

Total 358 805 739 586 (380 781) (51%)

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5. Explanatory notes on the statement of income

Note 5-1. Interest and assimilated revenues

Interest and similar income totaled 578,354 thousand dinars in 2018. Their detail is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Transactions with banking and financial institutions and the BCT 14 387 5 595 8 792 157%

Customer transactions 541 000 459 453 81 547 18%

Other interest and similar income 22 967 14 668 8 299 57%

Interest differential on foreign exchange transactions 14 752 5 832 8 920 153%

Commissions assimilated to interest 8 215 8 836 (621) (7%)

Total 578 354 479 716 98 638 21%

Note 5-2. Commissions collected

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Bank checks, transfers, account management and other payment instruments

60 292 52 250 8 042 15%

Transactions on investments and securities 2 256 2 460 (204) (8%)

Exchange transactions 1 802 1 791 11 1%

External trade transactions 4 762 4 982 (220) (4%)

Management, study and commitments 9 997 11 054 (1 057) (10%)

Electronic and direct banking transactions 17 017 13 853 3 164 23%

Bancassurance 2 221 2 852 (631) (22%)

Merchant bank 504 332 172 52%

Other commissions 1 902 1 788 114 6%

Total 100 753 91 362 9 391 10%

Note 5-3. Net profit on commercial security portfolio and on financial transactions

Net profit on commercial security portfolio and on financial transactions are as follows in 2018 vs. 2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Net profit on trading securities 4 767 2 867 1 900 66%

Net profit on investment securities 19 822 35 724 (15 902) (45%)

Net profit on exchange securities 46 923 43 794 3 129 7%

Total 71 512 82 385 (10 873) (13%)

The net profit on trading securities is shown in detail below:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Capital gains on sale of trading securities 9 346 3 179 6 167 194%

Losses on sale of trading securities (4 579) (312) (4 267) 1 368%

Total 4 767 2 867 1 900 66%

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5. Notes explicatives sur l’état de Résultat

Note 5-1. Intérêts et revenus assimilés

Les intérêts et revenus assimilés ont totalisé en 2018 un montant de 578 354 mDT. Leur détail se présente comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Opérations avec les établissements bancaires et financiers et la BCT 14 387 5 595 8 792 157%

Opérations avec la clientèle 541 000 459 453 81 547 18%

Autres intérêts et revenus assimilés 22 967 14 668 8 299 57%

Différentiel d’intérêts sur opérations de change 14 752 5 832 8 920 153%

Commissions à caractère d’intérêts 8 215 8 836 (621) (7%)

Total 578 354 479 716 98 638 21%

Note 5-2. Commissions en produits

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Chèques effets, virements, tenue et autres moyens de paiement 60 292 52 250 8 042 15%

Opérations sur placement et titres 2 256 2 460 (204) (8%)

Opérations de change 1 802 1 791 11 1%

Opérations de commerce extérieur 4 762 4 982 (220) (4%)

Gestion, étude et engagement 9 997 11 054 (1 057) (10%)

Opérations monétiques et de banque directe 17 017 13 853 3 164 23%

Bancassurance 2 221 2 852 (631) (22%)

Banque d’affaires 504 332 172 52%

Autres commissions 1 902 1 788 114 6%

Total 100 753 91 362 9 391 10%

Note 5-3. Gains nets sur portefeuille titres commercial et opérations financièresLes gains sur portefeuille titres commercial et opérations financières se détaillent comme suit en 2018 et 2017 :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Gains nets sur titres de transaction 4 767 2 867 1 900 66%

Gains nets sur titres de placement 19 822 35 724 (15 902) (45%)

Gains nets sur opérations de change 46 923 43 794 3 129 7%

Total 71 512 82 385 (10 873) (13%)

Les gains nets sur titres de transaction se détaillent comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Plus-values de cession sur titres de transaction 9 346 3 179 6 167 194%

The net profit on investment securities is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Fixed Income Investment Securities 17 576 34 394 (16 818) (49%)

Interest and similar income on investment treasury bills 6 154 20 650 (14 496) (70%)

Interest and similar income on investment bonds 11 422 13 744 (2 322) (17%)

Variable income investment securities 2 246 1 330 916 69%

Dividends on investment securities 648 363 285 79%

Capital gains on sale 1 910 1 252 658 53%

Losses on sale of investment securities (558) (600) 42 (7%)

Endowment to provisions due to depreciation of investment securities (816) (950) 134 (14%)

Recovery of provisions for depreciation of investment securities 1 062 1 265 (203) (16%)

Total 19 822 35 724 (15 902) (45%)

The net profit on exchange transactions is detailed below:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Net gains on BBE foreign exchange transactions 6 112 5 120 992 19%

Net gains on foreign exchange transactions in account 40 529 38 364 2 165 6%

Other net foreign exchange revenues 282 310 (28) (9%)

Total 46 923 43 794 3 129 7%

Note 5-4. Investment Portfolio Revenues

In 2018, revenues generated by the investment portfolio amounted to 78, 475 KTND vs. 63,505 KTND in 2017. They are shown in detail in the table below:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Interest and similar income on investment securities 60 884 47 110 13 774 29%

Dividends and similar income on equity securities 4 514 2 560 1 954 76%

Dividends and similar income on related companies 2 593 1 598 995 62%

Dividends and similar income on associated companies and joint ventures

10 397 12 237 (1 840) (15%)

Dividends and similar income on shares in equities with retrocession agreements

87 - 87 100%

Total 78 475 63 505 14 970 24%

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Interest and similar income on investment securities are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Interest and similar income on treasury bonds 55 237 41 839 13 398 32%

Interest and similar income on managed funds

5 163 4 770 393 8%

Interest and similar income on bonds and equity securities 484 501 (17) (3%)

Total 60 884 47 110 13 774 29%

Note 5-5. Incurred interest and assimilated expenses

In 2018, the amount of incurred interests and assimilated expenses amounted to 443,226 KTND. They are shown in detail in the table below:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Incurred interests and assimilated charges (372 197) (293 588) (78 609) 27%

Transactions with banking/financial institutions and BCT

(91 475) (57 777) (33 698) 58%

Transactions with customers (245 223) (201 974) (43 249) 21%

Loans and special resources (35 499) (33 837) (1 662) 5%

Other interest and charges (71 029) (52 873) (18 156) 34%

Difference of interest rate on exchange transactions (52 834) (35 617) (17 217) 48%

Foreign currency hedging fees and other commissions on external lines

(18 195) (17 256) (939) 5%

Total (443 226) (346 461) (96 765) 28%

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Intérêts et revenus assimilés sur fonds gérés 5 163 4 770 393 8%

Intérêts et revenus assimilés sur emprunts obligataires et titres participatifs

484 501 (17) (3%)

Total 60 884 47 110 13 774 29%

Note 5-5. Intérêts encourus et charges assimilées

Les intérêts encourus et charges assimilées ont totalisé en 2018 un montant de 443 226 mDT. Leur détail se présente comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Intérêts encourus et charges assimilées (372 197) (293 588) (78 609) 27%

Opérations avec les établissements bancaires et financiers et BCT

(91 475) (57 777) (33 698) 58%

Opérations avec la clientèle (245 223) (201 974) (43 249) 21%

Emprunts et ressources spéciales (35 499) (33 837) (1 662) 5%

Autres Intérêts et charges (71 029) (52 873) (18 156) 34%

Différentiel d’intérêts sur opérations de change (52 834) (35 617) (17 217) 48%

Commissions de couverture contre le risque de change et autres commissions sur les lignes extérieures

(18 195) (17 256) (939) 5%

Total (443 226) (346 461) (96 765) 28%

Note 5-6. Dotations aux provisions et résultat des corrections de valeur sur créances, hors bilan et passifsLe coût du risque relatif aux créances, autres éléments d’actifs et passifs a totalisé en 2018 un montant de 88 943 mDT, enregistrant une baisse de 21 922 mDT par rapport à l’exercice 2017. Son détail se présente comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Dotations aux provisions sur créances douteuses (114 886) (98 511) (16 375) 17%

Dotations aux provisions collectives Cir BCT 2012-02 (8 158) (6 512) (1 646) 25%

Dotations aux provisions sur créances additionnelles Cir BCT 2013-21 (40 826) (43 927) 3 101 (7%)

Dotations aux provisions sur autres éléments d’actifs et de passifs (840) (62) (778) 1 255%

Dotations aux provisions pour risques et charges (3 190) (5 500) 2 310 (42%)

Note 5-6. Endowments to provisions and result of value adjustments on receivables, off-balance sheet and liabilities

In 2018, the cost of risk related to receivables, other assets and liabilities, amounted to 88,943 KTND reflecting a drop of 21, 922 KTND compared to FY 2017. Its breakdown is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Allocation to provisions on bad debts (114 886) (98 511) (16 375) 17%

Allocation to collective provisions Cir BCT 2012-02 (8 158) (6 512) (1 646) 25%

Allocation to provisions on additional receivables Cir BCT 2013-21 (40 826) (43 927) 3 101 (7%)

Allocation to provisions on other items of assets and liabilities (840) (62) (778) 1 255%

Allocation to provisions for risks and charges (3 190) (5 500) 2 310 (42%)

Allocation to provisions on paid leave (1 740) - (1 740) 100%

Total allocation (169 640) (154 512) (15 128) 10%

Losses on receivables (57 718) (185 218) 127 500 (69%)

Total allocation and losses on receivables (227 358) (339 730) 112 372 (33%)

Recovery of provisions on bad debts 56 751 21 398 35 353 165%

Recovery of collective provisions Cir BCT 2012-02 - 2 786 (2 786) (100%)

Recovery of provisions on additional receivables Cir BCT 2013-21 14 547 17 093 (2 546) (15%)

Recovery of provisions on additional receivables Cir BCT 2013-21 further to cancellation or transfer - 167 (167) (100%)

Recovery of provisions on cancelled and transferred receivables 35 223 115 393 (80 170) (69%)

Recovery of provisions on other items of assets and liabilities 1 766 438 1 328 303%

Recovery of provisions on risks and charges 7 100 90 7 010 7789%

Recovery of provisions on paid leave - 1 210 (1 210) (100%)

Recovery of reserved bank charges on cancelled and transferred receivables 22 319 70 224 (47 905) (68%)

Total Recovery 137 706 228 799 (91 093) (40%)

Recovery of cancelled receivables 709 66 643 974%

Total recoveries and recoveries on receivables 138 415 228 865 (90 450) (40%)

Total (88 943) (110 865) 21 922 (20%)

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Note 5-7. Allocations to provisions and result of value adjustments in investment portfolio

In 2008, allocations to provisions and the result of value adjustments in investment portfolio amounted to 2,353 KTND, reflecting a variation of 3,469 KTND compared to FY 2017. They are shown in detail in the table below:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Allocations to provisions for depreciation of investment securities (5 724) (12 495) 6 771 (54%)

Recovery of provisions for depreciation of investment securities 2 442 1 146 1 296 113%

Loss on sale of investment securities (1 224) (83) (1 141) 1375%

Capital gain on sale of investment securities 2 715 7 792 (5 077) (65%)

Losses on investment securities (623) - (623) 100%

Spread of premium and discount of investment treasury bonds - BTA 4 767 2 524 2 243 89%

Total 2 353 (1 116) 3 469 (311%)

Note 5-8. Operating charges

In 2018, operating charges amounted to 147,044 KTND, reflecting an increase of 25,051 KTND compared to 2017. They are shown in detail in the table below:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Personnel costs (102 275) (92 307) (9 968) 11%

Staff remuneration (76 641) (71 016) (5 625) 8%

Social charges (18 532) (16 563) (1 969) 12%

Taxes on wages (1 664) (1 339) (325) 24%

Other personnel costs (5 438) (3 389) (2 049) 60%

General operating expenses (37 025) (22 598) (14 427) 64%

Non-banking operating expenses (10 877) (9 900) (977) 10%

Other operating expenses (26 148) (12 698) (13 450) 106%

Depreciation and amortization (7 744) (7 088) (656) 9%

Total (147 044) (121 993) (25 051) 21%

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DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Dotations aux provisions pour dépréciation des titres d’investissement (5 724) (12 495) 6 771 (54%)

Reprises de provision pour dépréciation des titres d’investissement 2 442 1 146 1 296 113%

Moins-value sur cession sur titres d’investissement (1 224) (83) (1 141) 1375%

Plus-value sur cession sur titres d’investissement 2 715 7 792 (5 077) (65%)

Pertes sur titres d’investissement (623) - (623) 100%

Etalement de la prime et de la décote sur BTA d’investissement 4 767 2 524 2 243 89%

Total 2 353 (1 116) 3 469 (311%)

Note 5-8. Charges opératoires d’exploitationLes charges opératoires ont totalisé en 2018 un montant de 147 044 mDT, en hausse de 25 051 mDT par rapport à 2017. Leur détail se présente comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Frais du personnel (102 275) (92 307) (9 968) 11%

Rémunérations du personnel (76 641) (71 016) (5 625) 8%

Charges sociales (18 532) (16 563) (1 969) 12%

Impôts sur salaires (1 664) (1 339) (325) 24%

Autres charges liées au personnel (5 438) (3 389) (2 049) 60%

Charges générales d’exploitation (37 025) (22 598) (14 427) 64%

Frais d’exploitation non bancaires (10 877) (9 900) (977) 10%

Autres charges d’exploitation (26 148) (12 698) (13 450) 106%

Dotations aux amortissements (7 744) (7 088) (656) 9%

Total (147 044) (121 993) (25 051) 21%

Note 5-9. Solde en gain résultant des autres éléments ordinairesLe solde en gain résultant des autres éléments ordinaires se présente comme suit en 2018 et 2017 :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Plus-values sur cession des immobilisations 69 180 (111) (62%)

Moins-values sur cession des immobilisations - (50) 50 (100%)

Impôt suite au contrôle fiscal (7 005) - (7 005) 100%

Contribution sociale de solidarité (447) - (447) 100%

Autres résultats exceptionnels 1 436 1 924 (488) (25%)

Total (5 947) 2 054 (8 001) (390%)

Note 5-9. Balance of profits resulting from other ordinary elements

The balance of profits resulting of other ordinary elements in 2018 and 2017 is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Capital gains on sale of fixed assets 69 180 (111) (62%)

Capital losses on sale of fixed assets - (50) 50 (100%)

Tax following the tax audit (7 005) - (7 005) 100%

Social solidarity contribution (447) - (447) 100%

Other exceptional profits 1 436 1 924 (488) (25%)

Total (5 947) 2 054 (8 001) (390%)

Note 5-10. Balance of profits resulting from other extra-ordinary elements

Description 31/12/2018 31/12/2017 Variation %

Exceptional contribution (1 786) (1 994) 208 (10%)

Total (1 786) (1 994) 208 (10%)Note 5-11. Profit per shareThe base earnings per share in the fiscal year closed on December 31, 2018 amounted to 4.530 dinars vs. 4.302 dinars in the fiscal year closed on December 31, 2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION

Net result in KTD 119 970 113 911 6 059

Average number of shares 26 481 000 26 481 000 -

Base earnings per share (in TD) Diluted earnings per share (in TD)

4.530

4.530

4.302

4.302

0.229

0.229

Accordingly, earnings per share are calculated based on the total number of outstanding shares as of December 31, 2018, including free shares, as if such shares existed at the beginning of the earliest period presented.Earnings per share is calculated by dividing net income for the year attributable to ordinary shares by the weighted average number of shares outstanding during the year.Diluted earnings per share was calculated on the basis of the weighted average number of common shares plus the weighted average number of newly issued shares upon the conversion of all dilutive potential shares to ordinary shares.

6. Explanatory notes on the cash flow statementThe cash flows statement is prepared to highlight the bank’s liquidity movements through operation, investment and funding activities in addition to other factors likely to affect its liquidity and solvency.The bank’s cash position, which consists of all cash and cash equivalents, increased from (964,513) KTND to (598,975) KTND, i.e. an increase of 365,538 KTND i.e. 37.90%. This increase is explained by positive operating cash flow of 672,234 KTND and negative financing flows of 125,457 KTND in addition to negative investment cash flows of 181,239 KTND.The study of these three flows highlights the following key findings:

Note 6-1. Net cash flows from operating activities

As of 31 December 2018, cash flow allocated to operating activities reached 672,234 KTND as explained below:

Net positive cash flows:* Net cash flow compared to disbursed operating charges for KTND261,111;* The variation in customer deposits net of withdrawals for 388,910 KTND;* Net inflows on investment securities for KTND286,457;* Variation in customer loans net of repayment for KTND35,882;* Cash flows used in other operating activities KTND: 14,333.

Net negative cash flows:* The variation of deposits with banks and financial institutions net of withdrawals for 130 895 KTND.* Net disbursements on behalf of staff and miscellaneous creditors for 165,936 KTND* Disbursements under the income tax for 17,628 KTND.

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Note 6-2. Net cash flows allocated to investment activities

As of 31 December 2018, cash flow allocated to investment amounted to 181 239 KTND as explained below:* The variation of interest and dividends for 5 336 KTND;* Net cash flows on investment portfolio for 175 342 KTND;* Net cash flows related to acquisition and transfer of fixed assets for 11 233 KTND;

Note 6-3. Net cash flows allocated to funding activities

As of 31 December 2018, cash flow allocated to 125 457 and is explained as follows:* Repayment of net borrowings for 47,587 KTND.* Variation of special resources for 44,224 KTND;* The payment of dividends for 33 101 KTND.* The movement of the social fund of 545 KTND.

Note 6-4. Cash and cash equivalent:

This item is composed mainly of dinar and foreign currency balances, assets at the central bank and the postal checks center, demand deposits with banking institutions, interbank loans and borrowings for less than three months and the trading securities portfolio.As of 31 December 2018, this cash and cash equivalent amounted to 598,975 KTND vs. 964, 513 KTND as of 31 December 2017. The reconciliation of cash and cash equivalents as of 31.12.2018 was established as follows:

DESCRIPTION 2018 2017

Assets 544 118 290 108

Cash and assets with the BCT, CCP and TGT 402 287 170 245

Claims on Banking and Financial Institutions 52 348 51 966

Claims on banking institutions <90 days 37 159 29 229

Claims on Financial Institutions <90 days 15 189 22 737

Trading securities 89 484 67 897

Liabilities (1 143 093) (1 254 621)

Central Bank, CCP (1 068 025) (1 174 025)

Accounts receivable with the BCT (25) (25)

Loans from the BCT (1 068 000) (1 174 000)

Deposits and assets on banking and financial institutions (75 069) (80 596)

Deposits and assets on banking institutions <90 days (71 536) (74 237)

Deposits and assets on financial institutions <90 days (3 533) (6 359)

Cash and cash equivalents at the end of the period (598 975) (964 513)

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7- Other notes

Identification of related parties The following persons are considered as related parties in accordance with Accounting Standard NCT 39: • PGI Holding because it holds 22.16% of the capital of AMEN BANK; • COMAR since it directly holds 30.61% of the voting rights in AMEN BANK; • HORCHANI FINANCE because it holds 5.45% of the capital of AMEN BANK; • CTKD because it holds 5.00% of the capital of AMEN BANK; • PARENIN because it holds 4.66% of the capital of AMEN BANK; • ENNAKL AUTOMOBILES because it holds 4.53% of the capital of AMEN BANK; • The companies controlled by AMEN BANK or over which it exercises significant influence; • The members of the Supervisory Board of AMEN BANK, the members of the Executive Board as well as the close members of their

families.

Description of transactions with related parties during 2018.«PGI Holding»

AMEN BANK has carried out with PGI holding the following transactions:1. AMEN BANK leases from PGI Holding a part of the ground floor of the building located at 150, avenue de la Liberté, Tunis. The rent for 2018 was 142 KTND (Excluding tax).2. AMEN BANK pays a pro rata share of the expenses related to of the material, human and IT resources incurred by PGI holding with the aim of promoting exchange and development and providing assistance to the different Group companies. AMEN BANK’s share in the framework of this agreement is set at 0.5% of the latter’s turnover without exceeding the sum of 160 KTND (Excluding tax) per year. The amount of costs for FY 2018 amounted to160 KTND (Excluding tax).

«COMAR»AMEN BANK carried out the following agreements and transactions with COMAR:

1. COMAR’s total commitments to AMEN BANK amount to 449 KTND.2. Leases under which COMAR occupies three premises of AMEN BANK. The income from these properties for 2018 amounts to 14 KTND (Excluding tax).3. Various insurance policies detailed as follows:• Car, multi-warranty, theft, computer hardware and electronic payment insurance policies for an overall annual premium of 1,131 KTND in FY 2018;• Health, disability and death insurance policies for its staff. In FY 2018, the total amount of contributions paid to COMAR amounts to 3,055 KTND (Excluding tax).

« PARENIN »PARENIN’s total commitments to AMEN BANK amounted to 104 983 KTND.

« ENNAKL»In FY 2018, AMEN BANK divested its entire stake in Ennakl to the following companies:

• “Heavy” with 2 406 522 generating a capital loss of 7 KTND;• “Amen Finance Company” for 486,000 shares with a loss of 1.5 KTND.• ENNAKL’s total commitments with AMEN BANK amounted to 96 808 KTND.

« HORCHANI FINANCE »HORCHANI FINANCE’s total commitments to AMEN BANK amount to 12,000 KTND.

« Amen Santé »During 2018, AMEN BANK participated in the capital increase of the company “Amen Santé” in which it holds 16% by the subscription to 110 496 shares at 10 dinars each.

« Clinique El Amen Bizerte »The total commitments of “Clinique El Amen Bizerte” with AMEN BANK amounted to KTND 20,799 as of 31.12.2018. During 2018, AMEN BANK sold 239,990 shares of its stake in “Clinique El Amen Bizerte” to Amen Santé at par value.

As of 31.12.2018, the percentage holding in the capital of “Clinique El Amen Bizerte” amounted to 13.18%.

« Clinique El Amen Nabeul »As of 31.12.2018, the total commitments of “Clinique El Amen Nabeul” with AMEN BANK amounted to 18 289 KTND.

« Amen Project SICAF »During 2018, the capital of “Amen Project SICAF” was reduced from KTND 8,500 to KTND 500 by reducing the nominal value of the share from 45 dinars to 2.5 dinars.

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« SICAR Amen »The bank implemented with SICAR Amen where it holds 88.20% of the capital the following agreements and transactions:

1. Twenty-one (21) fund management agreements for an outstanding amount of KTN 405,208. The management fee for 2018 amounting to 1,858 KTND (Excluding tax) was calculated on the basis of an annual rate of 0.5% of managed amounts net of any provisions to be set up in respect of the use of the funds (amendment 16/08/2018).2. Pursuant to a management agreement dated June 18, 1999, “AMEN BANK” is responsible for the financial, administrative and commercial management of the company “SICAR Amen”. In exchange for these services, the bank receives the following remuneration:

• A fixed annual fee of 50 KTND excluding taxes; A fixed commission of 500 dinars excluding taxes per participation file submitted to the Board of Directors. This commission is

raised to 4 KTND excluding taxes (2007 amendment) if the file is transmitted for effective release; An incentive representing 7% excluding taxes of the capital gain realized on the portfolio.• The remuneration for FY 2018 amounts to 93 KTND (Excluding tax).

« Tunisie Leasing & Factoring » The bank conducted with Tunisie Leasing & Factoring where it holds 32.48% of the capital the following transactions:

1. Overall commitments of Tunisie Leasing & Factoring with AMEN BANK amount to 84,181 KTND.2. Tunisie Leasing & Factoring leases from AMEN BANK commercial facilities in Houmet Souk for an amount of 15 KTND (Excluding tax) for FY 2018.3. Outstanding bank loans granted by AMEN BANK to Tunisie Leasing recorded an outstanding amount of KTND 10,062; This amount, considered as a loan, is payable over a period of five years.

« Le recouvrement »On January 1, 2007, the bank entered into an accounting and tax management agreement with the company “Le Recouvrement” where it holds 99.88% of the capital. Under this agreement, “AMEN BANK” is responsible for bookkeeping, financial statements, consolidation packages and the preparation of tax returns of Le Recouvrement. In exchange for its services, the bank receives an annual remuneration of 1,500 dinars (Excluding tax).During 2018, “AMEN BANK” proceeded to the assignment of receivables for the benefit of the company “Le Recouvrement”, totaling 54,923 KTND and fully covered by provisions and reserved bank charges, i.e. one dinar per receivable. This transaction had no effect on the year earnings.

«Tunisys»The bank carried out with Tunisys, in which it holds 20.00% of the capital, the following transactions:

1. Tunisys took a loan from AMEN BANK. The outstanding credit amounted to 3,436 KTND.2 as of 31 December 2018.2. AMEN BANK conducted operations of acquisitions, servicing and maintenance of computer equipment during the FY 2018, amounting to 986 KTND.3. During 2018, AMEN BANK sold 14,769 shares of its stake in “Tunisys”, distributed as follows:

• 7,385 shares to COMAR with a capital gain of 109 KTND• 7,384 shares to PGI Holding with a capital gain of 109 KTND.

« Hayett »As of 31.12.2018, overall commitments of « Hayett » with AMEN BANK amounted to 3 KTND.

« MAGHREB LEASING D’ALGERIE »As of 31.12.2018, overall commitments of « MAGHREB LEASING D’ALGERIE » with AMEN BANK amounted to 10,090 KTND.

«EL IMRANE»As of 31.12.2018, overall commitments of EL IMRANE, where AMEN BANK holds 20%, of the capital amounted to 13,152 KTND.

«Amen Capital»Amen Capital entered into a lease agreement with AMEN BANK pursuant to which it leases AMEN BANK’s administrative premises located at Tower C of the AMEN BANK building, avenue Mohamed V 1002 Tunis. The rent amounted to 53 KTND (Excluding tax) for FY 2018.

«Amen Invest»Amen Invest entered into a lease agreement with AMEN BANK pursuant to which it leases AMEN BANK’s administrative premises located at Tower C of the AMEN BANK building, avenue Mohamed V 1002 Tunis. The rent amounted to 118 KTND (Excluding tax) for FY 2018.

« SOGEREC»:The bank conducted with SOGEREC, where it holds 99.97% of the capital, the following transactions

1. As of January 1, 2016, the bank concluded a contract with SOGEREC under which AMEN BANK leases to SOGEREC a 10-room office located on the second floor of tower C of the AMEN BANK building, Avenue Mohamed 5, plus SOGEREC’s share of the operating and maintenance costs of the rented premises, which is set at 11 KTND per year (Excluding tax) with an annual increase of 5% starting from the second year of lease i.e. 01 January 2017. Thus, the total revenue collected and recognized for FY 2018 amounts to 65 KTND.

2. SOGEREC has concluded during 2017 for a period to be determined, an agreement to make two of its employees available to AMEN BANK. Thus, the annual expense for FY 2018 is 52 KTND (Excluding tax).

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SICAVs:Pursuant to the custodian agreements with SICAV Amen Première and SICAV Amen, AMEN BANK’s remuneration for FY 2018 is as follows:

SICAV AMEN AMEN PREMIÈRE SICAV

Net asset as of 31/12/2018 in KTND 58 373 127 391

Custody fee

Rate 0.07% tax incl of net asset 0,07% tax incl of net asset

Minimum 7 080 TND tax incl. 7 080 TND tax incl.

Max 29 500 TND tax incl. 29 500 TND tax incl.

Received amount per year 25 000 TND exc.tax. 25 000 TND exc.tax.

distribution free Rate 0.59% tax incl of net asset 0.59% tax incl of net asset

Received amount per year 356 129 TND exc. tax 658 347 TND exc. tax

Description of transactions with related parties during 2018.

The obligations and commitments of AMEN BANK towards its directors (including the related social charges), as they appear in the financial statements for the fiscal year ending 31 December 2018 are as follows (in TND):

CHAIRMAN OF THE SUPERVISORY BOARD MEMBERS OF THE SUPERVISORY BOARD & OF VARIOUS COMMITTEES

2018 CHARGE LIABILITIES AS OF 31/12/2018 2018 CHARGE LIABILITIES AS OF

31/12/2018

Short term benefits 300 000 - 320 000 -

Post-employment benefits - - - -

Other long-term benefits - - - -

Termination benefits - - - -

Payments in shares - - - -

Total 300 000 - 320 000 -

CHAIRMAN OF THE EXECUTIVE BOARD MEMBERS OF THE SUPERVISORY BOARD & OF VARIOUS COMMITTEES

2018CHARGES

2018 SOCIALCONTRIBUTIONS

LIABILITIES AS OF

31/12/2018

2018CHARGES

2018 SOCIALCONTRIBUTIONS

LIABILITIES AS OF

31/12/2018

Short-term benefits 872 675 196 847 956 134 2 098 944 477 087 2 148 549

Post-employment benefits

Other long-term benefits

Termination benefits

Payment in shares

Total 872 675 196 847 956 134 2 098 944 477 087 2 148 549

Note 7-2. Liquidity coverage Ratio « LCR »

The new short-term liquidity ratio “LCR” has been in effect since January 2015 pursuant to BCT 2014-14 dated November 10, 2014. It measures the rate of coverage of net cash outflows (over 30 days) by the bank’s liquid assets.

At the end of December 2018, the LCR for the month of January 2019 was 126.75% in excess of the minimum regulatory level of 100.00% set by the BCT for 2018.

Note 7-3. Events after the balance sheet closing date

No significant event has occurred after 31/12/2018.These financial statements are authorized for publication by the Supervisory Board on 28/03/2019. As a result, they do not reflect events that occurred after that date.

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REPORT OF EXTERNAL AUDITORS ON CONSOLIDATED FINANCIAL STATEMENTS OF AMEN BANK GROUP FY CLOSED ON DECEMBER 31, 2018To the shareholders of AMEN BANK,

I. Audit Report on the Financial Statements

1. OpinionIn fulfillment of the auditing mandate granted to us by your general meeting, we submit our report on audited the consolidated financial statements of AMEN BANK GROUP as of December 31st, 2018, as annexed to this report, as well as on the specific verifications and information required by law and professional standards.

We audited AMEN BANK Group’s consolidated financial statements, including the consolidated balance sheet and the statement of consolidated off-balance sheet commitments as of December 31, 2018, the consolidated income statement and the consolidated cash flow statement for the year then ended, together with a summary of significant accounting policies and other explanatory notes. These consolidated financial statements show positive shareholders’ equity of 978,601 KTND, including the group’s profit share for the year amounting to 125,280 KTND.

In our opinion, the consolidated financial statements of AMEN BANK GROUP are regular and accurate and show, in all material respects, a fair view of AMEN BANK GROUP’s financial position, results of its operations and its cash flows for the year closed out on December 31, 2018 in accordance with the accounting principles currently in force in Tunisia.

2. Basis of Audit OpinionWe conducted our audit in accordance with professional standards applicable in Tunisia. Our responsibilities under these standards are further detailed under section “Auditor’s Responsibilities for the Audit of Consolidated Financial Statements” of this report.

We are independent of the group in compliance with the rules of professional conduct that apply to the audit of the consolidated financial statements in Tunisia, and we have fulfilled the other ethical responsibilities incumbent upon us under these rules.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3. Observation Paragraphs

We draw your attention to the fact that certain financial statements of the companies included in the scope of consolidation that were used to establish the Group’s consolidated position are not audited.

Our opinion remains unchanged in this regard.

4. Key Audit elementsThe key audit elements are the components that, in our professional judgment, were most important in the audit of the financial statements for the period. These elements have been addressed in the context of our audit of the financial statements as a whole and for the purpose of forming our opinion on them, and we do not express a separate opinion on these elements.

We have determined that the elements described below are key audit questions to be notified in our report.

4.1 Evaluation of customer commitments

Identified risk

Amen Bank group is exposed to counterparty risk in its portfolio of direct commitments as well as in the signature commitments granted to customers. This risk, which is inherent to the banking business, constitutes a major area of attention because of the importance of the judgment required for its estimation and the significant size of customer receivables in the Bank’s balance sheet (67%) which amounts to 5, 930,429 KTND as of 31 December 2018, and of the net cost of risk associated with the level of profit for the year.

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The accounting rules and methods relating to the valuation and the recognition of bad debts and their depreciation, as well as additional information on these items in the annual financial statements are presented in the notes to the annual financial statements in the section “Receivables to customers”.

Since evaluating commitments and estimating provisions involve a high level of judgment and given the importance of the commitments of the customers, we consider that this heading is a key element of the audit.

Implemented audit procedures in response to this risk

We acquired an understanding of the procedures put in place by the Bank, and assessed the proper implementation of key controls, as well as their ability to prevent and / or detect material misstatements, with a focus on:

the implemented supervision mechanism with respect to the depreciation process of customer commitment; the reliability of information provided by the Bank concerning customers whose outstanding amounts show impairment indicators; the procedures and controls defined by the Bank to manage counterparty risk, identify clients to be classified and provisioned and determine the minimum level of provision required by banking regulations.

In our customer commitment review procedures, we adopted a risk-based approach to sampling. We assessed the repayment capacity of debtors and assessed the classification, taking into account late payments, financial information on debtors, future business prospects, assessment reports of guarantees and other available information.

4.2 Evaluation of provisions in equity portfolio with retrocession agreements

Identified risk

As of December 31, 2018, the equity portfolio with retrocession agreements included an outstanding amount, managed by SICAR AMEN, amounting to a gross amount of KTND 408 003 and representing 5% of the total consolidated balance sheet and 27% of the consolidated investment securities portfolio (See Note 1.5 Investment Securities Portfolio).

The funds managed by SICAR are used in equity investments (listed and unlisted) and in other financial investments. The value of these appropriations can be subject to depreciation according to the economic and financial performances of the companies benefiting from these funds.

The valuation method of these appropriations involves assumptions and judgments depending on the category of the company (listed or unlisted), the type of contract (holding or free exit) as well as other technical factors including the date of start of activity, the updated business plans, equity evaluation reports, etc.

The accounting rules and methods relating to the valuation and accounting of investments and their depreciation, as well as additional information on these items of the consolidated financial statements are presented in the notes to the consolidated financial statements in the section entitled “Investment securities portfolio”.

Due to the large amount of outstanding investments managed by SICAR and the high level of judgment in determining the amount of required provisions, we consider this item to be a key audit element.

Implemented audit procedures in response to this risk

Most of our tests on holdings with retrocession agreements related to the funds under SICAR management consisted in the implementation of the following verification procedures:

Verification of internal control procedures implementd by the group in this respect, particularly with regard to the valuation of these assets.Verification of the appropriateness of the valuation method chosen and that it is adapted to the nature, characteristics and circumstances of the investment made.Review of the quality and reliability of the data used for each valuation method.Assessment of the reasonableness of the valuation of equities and investments, taking into account the chosen valuation method based on the available financial information and data.Verification of the procedures for determining and recognizing the required provisions.

4.3 Inclusion of income from credit transactions

Identified risk

As of 31 December 2018, credit transaction income amounted to 578 314 KTND and represents the Group’s largest share of operating income (71%).

Because of their composition, their amounts and their specific accounting rules, as described in the note “Customer receivables “, even slight changes in interest rates and durations could have a significant impact on net banking income and, consequently, on the Group’s profit and consolidated equity.

For this reason, we consider this section to be a key audit element.

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Implemented audit procedures in response to this risk

As part of our audit of the accounts, our work included the following:

Reviewing the procedures for recognition and control of income from credit transactions; Examining the policies, processes and controls put in place for revenue recognition; Reviewing the control environment of the used information system with the help of our IT experts; Performing analytical procedures on the evolution of outstandings and interests; Verifying compliance with accounting standard NCT 24 “Commitments and related revenues in banking institutions” in terms of income recognition and separation of accounting years;

Assessing the relevance of the methodology adopted by the Bank in relation to the rules issued by the Central Bank of Tunisia in terms of taking into account income from credit operations and reservation of products;

Verifying the appropriateness of the information provided in the notes to the financial statements.

5. Information on the Group Submitted to the Board of Directors

The responsibility for the group management report rests with the parent company’s Board of Director.

Our opinion on the consolidated financial statements does not extend to the report of the Board of Directors and we do not express any form of assurance whatsoever on this report.

Pursuant to the provisions of Article 266 of the Commercial Companies Code, our responsibility is to verify the accuracy of the information provided in the Bank’s consolidated financial statements in the report to the Board of Directors by reference to the data appearing in the consolidated financial statements. Our work consists in reading the report of the Board of Directors and, in so doing, assessing whether there is a significant inconsistency between the report and the consolidated financial statements or the knowledge that we acquired during the audit, or if the report of the Executive Board seems otherwise to contain a significant misstatement. If, based on our work, we conclude that there is a material misstatement in the Board of Directors’ Report, we are required to report this fact.

We have nothing to report in this regard.

6. Responsibility of management and governance officials for the financial statementsThe Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements, in compliance with the accounting system of companies, as well as for the internal audit that it deems necessary to enable the preparation of consolidated financial statements that are free of consistent misstatement, whether due to fraud, or error.

In preparing the financial statements, it is the responsibility of the Board of Directors to assess the Bank’s ability to continue its operation, to disclose, as the case may be, issues relating to the continuity of operations and apply the accounting principle of operational continuity, unless the Board of Directors intends to liquidate the Bank or cease its activity or in the absence of other realistic solution. The Supervisory Board is responsible for overseeing the Bank’s financial reporting process.

7. Responsibility of auditors for auditing consolidated financial statementsOur objectives consist in obtaining reasonable assurance that the financial statements are free of significant misstatement, whether due to fraud or errors and in submitting an auditors’ report presenting our opinion.

Reasonable assurance is a high level of assurance, which does not guarantee that an audit performed in accordance with professional standards applicable in Tunisia will always detect any significant misstatement that may exist. Misstatements may be the result of fraud or error and are considered material when it is reasonable to expect that, individually or collectively, they may affect the economic decisions that users of the financial statements make based on these statements.

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As part of an audit conducted in accordance with professional standards applicable in Tunisia, we exercise our professional judgment and exercise critical thinking throughout this audit. In addition:

We identify and assess the risks of material misstatement that financial statements, may include whether due to fraud or error. We design and implement audit procedures in response to those risks, and assemble sufficient and relevant audit evidence to base our opinion. The risk of non-detection of a material misstatement resulting from fraud is greater than that of a material misstatement resulting from an error, as fraud may involve collusion, forgery, voluntary omissions, misrepresentation or circumventing internal control;

We gain an understanding of the elements of internal control relevant to the audit in order to design audit procedures appropriate to the circumstances;

We assess the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as related information provided by management;

We draw a conclusion as to the appropriateness of the Board of Director’s use of the going concern accounting principle and, depending on the audit evidence obtained, whether or not there is significant uncertainty related to events or situations that are likely to to cast significant doubt on the bank’s ability to continue its operation. If we conclude that there is material uncertainty, we are required to draw the attention of our report’s readers to the information provided in the consolidated financial statements about this uncertainty or, if this information is not adequate to express a modified opinion. Our conclusions are based on the evidence obtained up to the date of our report. Future events or situations could cause the bank to cease operation;

We evaluate the overall presentation, the form and content of the financial statements, including the information provided in the notes, and assess whether the financial statements represent the underlying transactions and events in a manner that conveys a faithful image;

We communicate to governance officials, in particular, the planned scope and timing of the audit work and our significant findings including any significant internal control deficiency that we may have identified during our audit;

We also provide governance officials with a statement that we have complied with the relevant ethical rules regarding independence, and disclose to them all relationships and other factors that may reasonably be expected to affect our independence and related safeguards where applicable;

Among the issues submitted to governance officials, we determine which ones were the most important in the audit of the financial statements of the period under review: these are the key audit elements. We describe these questions in our audit report, unless legal or regulatory provisions prevent them from being published or if, in extremely rare circumstances, we determine that we should not disclose a question in our audit report because the adverse consequences of communicating this question can reasonably be expected to outweigh the benefits to the public interest.

II. Report Related to Legal and Regulatory ObligationsWithin the framework of our statutory audit mission, we also conducted the specific verifications required by the standards published by the Association for Chartered Accountants of Tunisia and the regulations in force in this area

Efficiency of the Internal Audit SystemPursuant to the provisions of Article 3 of Law 94-117 dated 14 November 1994 as amended by Law2005-96 dated 18 October 2005 on the reorganization of the financial market, we conducted a general evaluation on the efficiency of the group’s internal control system. In this regard, we would like to reiterate that the responsibility for the design and implementation of an internal control system as well as the periodic monitoring of its effectiveness and efficiency lies with the Board of Directors and the Supervisory Board.

Based on our review, we did not identify significant gaps in internal control that could affect our opinion on the consolidated financial statements as expressed above�

The Auditors

F.M.B.Z KPMG TUNISIE BDO TUNISIEMoncef BOUSSANOUGA ZAMMOURI Adnène ZGHIDI

127

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CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET 102STATE OF CONSOLIDATED OFF-BALANCE SHEET COMMITMENTSSTATE OF CONSOLIDATED RESULTSSTATE OF CONSOLIDATED CASH FLOWNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (1) EXPLANATORY NOTES ON BALANCE SHEET - ASSETS

(2) EXPLANATORY NOTES ON THE BALANCE SHEET - LIABILITIES

(3) EXPLANATORY NOTES ON THE BALANCE SHEET - MINORITY INTERESTS

(4) EXPLANATORY NOTES ON THE BALANCE SHEET - SHAREHOLDERS ‘EQUITYS(5) EXPLANATORY NOTES ON THE STATUS OF OFF-BALANCE SHEET COMMITMENT(6) EXPLANATORY NOTES ON INCOME STATEMENT (7) EXPLANATORY NOTES ON STATEMENT OF CASH FLOW(8) OTHER NOTES

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CONSOLIDATED STATEMEMENTS CLOSED OUT ON DECEMBER 31, 2018Unit: Thousand Tunisian dinars

DESCRIPTION NOTES 31/12/2018 31/12/2017

AC1 Cash and assets at BCT, CCP and TGT (1-1) 402 287 170 245

AC2 Receivables from banking and financial institutions (1-2) 188 476 199 801

AC3 Receivables from customers (1-3) 5 930 429 6 075 063

AC4 Commercial securities portfolio (1-4) 289 049 532 045

AC5 Investment portfolio (1-5) 1 505 128 1 206 242

Equity-accounted securities (1-5) 154 952 141 185

AC6 Fixed values (1-6) 169 076 165 955

AC7 Other assets (1-7) 246 202 172 054

Total assets 8 885 599 8 662 590

PA1 Central Bank and CCP (2-1) 1 072 065 1 174 816

PA2 Deposits and assets of banking and financial institutions (2-2) 235 057 385 115

PA3 Customer deposits and assets (2-3) 5 505 003 5 076 536

PA4 Loans and Special Resources (2-4) 875 255 968 065

PA5 Other liabilities (2-5) 215 529 174 175

Total liabilities 7 902 909 7 778 707

Minority interests (3) 4 089 8 793

CP1 Capital 132 405 132 405

CP2 Reserves 720 488 629 764

CP4 Other equity 423 423

CP5 Results brought forward 5 5

CP6 Fiscal year’s earnings 125 280 112 493

Total equity

Total equity, liabilities and minority interests (4)

978 601

8 885 599

875 090

8 662 590

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CONSOLIDATED OFF-BALANCE COMMITMENTS AS OF 31/12/2018Unit: Thousand Tunisian dinars

Contingent liabilities HB01 Security, endorsements & other given guarantees (5-1) 707 124 593 387

HB02 Documentary credits (5-2) 379 541 305 206

HB03 Assets provided as guarantees (5-3) 1 068 000 1 174 000

TOTAL CONTINGENT LIABILITIES 2 154 665 2 072 593

Commitments granted (5-4)

HB04 Funding commitments granted 456 801 245 245

HB05 Commitments on securities 13 875 18 017

Total commitments granted 470 676 263 262

Commitments receivedHB06 Funding commitments received (5-5) - -

HB07 Guarantees received (5-6) 3 883 407 3 554 278

ESCRIPTION NOTES 31/12/2018 31/12/2017

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CONSOLIDATED INCOME STATEMENTFROM JANUARY 1ST TO DECEMBER 31ST, 2018Unit: Thousand Tunisian dinars

Bank operating income PR1 Interests and assimilated income (6-1) 578 314 479 716

PR2 Commissions (in income) (6-2) 104 302 93 793

PR3 Profits on commercial securities portfolio and financial transactions (6-3) 71 703 81 452

PR4 Income from investment securities portfolio (6-4) 65 477 51 398

Total banking operating income 819 796 706 359

Bank operating chargesCH1 Due interests and assimilated expenses (6-5) (443 178) (346 434)

CH2 Due commissions (7 538) (5 514)

Total bank operating charges (450 716) (351 948)

Net banking income (369 080 354 411

Endowments to provisions and results of value adjustments, contingent accounts and liabilities

PR5/CH4 (6-6)

(88 099) (111 136)

Endowments to provisions and results of value adjustments on investment portfolio

PR6/CH5

(6-7) 4 173 3 106

PR7 Other operating income 1 831 1 301

CH6 Personnel expenses (6-8) (104 703) (94 405)

CH7 General operating expenses (6-8) (37 828) (23 488)

CH8 Endowment to depreciation of provisions on fixed assets (6-8) (3 907) (7 504)

Operating income 140 547 122 285

Share in the income of companies subject to equity accounting

9 253 5 276

PR8/CH9 Profit/loss balance resulting from ordinary elements (6-9) (5 726) 2 528

CH11 Tax on profits (6-10) (16 557) (14 789)

Income from ordinary activities 127 517 115 300

PR9/CH10 Balance of profits/ losses generated by extraordinary elements (6-11) (1 786) (1 994)

Consolidated net income 125 731 113 306

Share of income due to minority shareholders 451 813

Net income - group share 125 280 112 493

Base income per share (in dinars) (6-12) 4,731 4,248

Diluted income per share ( in dinars) (6-12) 4,731 4,248

NOTES FROM JAN 1ST TO DEC 31ST 2018

FROM JAN 1ST TO DEC 31ST 2017

DESCRIPTION

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CONSOLIDATED CASH FLOW STATEMENT FROM JANUARY 1ST TO DECEMBER 31ST, 2018Unit: Thousand Tunisian dinars

Operating activities (7-1)

Collected bank operating proceeds excluding invest-ment portfolio income) 724 663 611 811

Disbursed bank operating expenses (456 296) (349 724)

Deposits / withdrawals of deposits with banking and financial institutions (130 895) (101 194)

Loans and advances / Repayment of loans and advances to customers 36 006 (241 029)

Deposits / Withdrawals from customer deposits 396 586 9 882

Investment securities 284 343 117 763

Payments to staff and miscellaneous creditors (163 830) (141 344)

Other cash flows from operating activities 14 367 (58 107)

Income taxes (18 020) (14 190)

Net cash flows from operating activities 686 924 (166 132)

Investment activities (7-2)

interest and dividends received on investment portfolio (7 662) (4 052)

Acquisitions / Disposals on Investment Portfolio (179 418) (102 609)

Acquisitions / Disposals of fixed assets (11 024) (28 467)

Net cash flows a allocated to investment activities (198 104) (135 128)

Funding activities (7-3)

Issuance of shares - -

Issuance of loans - 80 000

Repayment of loans (48 587) (41 840)

Increase / decrease special resources(44 224)

15 474

Dividends paid (27 000) (18 422)

Movements on social and retirement fund (548) 697

Net cash flows a allocated to funding activities (120 359) 35 909

Impact of foreign exchange rate variation on cash and cash equivalents (1 066) (706)

Net variation of cash and cash-equivalent during subject period 367 395 (255 292)

Cash and cash equivalents beginning of period

Cash and cash equivalents end of period (7-4)

(961 189)

(593 794)

(705 897)

(961 189)

DESCRIPTION NOTES 31/12/2018 31/12/2017

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Notes to Consolidated Financial Statements

Fiscal Year Closed on December 31st, 2018

1- FRAMEWORK FOR THE DESIGN AND PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDES

The consolidated financial statements of the AMEN BANK Group are prepared and presented in accordance with generally accepted accounting principles in Tunisia, as provided for in the following rules and standards:• General accounting standard n.1;• Technical standards (NCT 1 to NCT 20);• Banking accounting standards (NCT 21 to 25);• Accounting standards related to OPCVM;• Consolidation accounting standards (NCT 35 to 37);• Accounting standard related to joint ventures (NCT 38); and• Rules of the Central Bank of Tunisia stated by the circular letter 91-24 dated December 17, 1991 and amended by subsequent circulars.

2- CLOSING DATEThe consolidated financial statements are based on the financial statements of the companies included in the scope of consolidation as of December 31, 2018.

When the financial statements of the companies included in the scope of consolidation are established at different closing dates, adjustments are made to take into account the effects of transactions and other significant events that occurred between these dates and the date of the mother company’s financial statements.

3- BASES FOR MEASUREMENT

The financial statements of AMEN BANK Group are prepared on the basis of the measurement of individual assets at historical cost.

4- CONSOLIDATION SCOPE AND METHODS

Amen Bank Bank’s consolidation scope covers:• The mother company: AMEN BANK• Subsidiaries: Companies over which Amen Bank holds exclusive control,• Associated companies: Companies over which Amen Bank has a significant influence.

Global integration

This method consists in substituting the cost of equity securities held in subsidiaries by the subsidiaries’ assets and liabilities while releasing the share of minority shareholders’ interest in the equity capital and revenues.

This method applies to financial companies and to debts recovery companies exclusively under the control of AMEN BANK.

Equity accounting

According to this method, the stake is initially entered at acquisition cost, and then it is adjusted in order to take into account changes taking place before the acquisition of the investor’s share in the net asset of the consolidated company.

This method applies to companies over which AMEN BANK has significant influence.

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The following table summarizes the consolidation scope and methods used for the calculation of Amen Bank Group’s consolidated financialstatements:

COMPANY TYPE CONSOLIIDATION TECHNIQUE CONTROL % INTEREST % COUNTRY OF

RESIDENCE

AMEN BANK Mother GI 100.00% 100.00% Tunisia

LE RECOUVREMENT Subsidiary GI 99.88% 99.88% Tunisia

SICAR AMEN Subsidiary GI 88.20% 88.20% Tunisia

SOGEREC Subsidiary GI 100.00% 99.99% Tunisia

AMEN CAPITAL Subsidiary GI 55.25% 53.69% Tunisia

AMEN PROJECT Subsidiary GI 53.01% 53.01% Tunisia

AMEN CORPORATE FINANCE SARL Subsidiary GI 99.90% 53.64% Tunisia

AMEN INVEST Subsidiary GI 63.30% 63.30% Tunisia

MAGHREB LEASING ALGERIE Associated company EA 42.61% 52.35% Algeria

TUNISIA LEASING & FACTORING Associated company EA 32.48% 32.48% Tunisia

TUNINVEST INTERNATIONAL SICAR Associated company EA 29.80% 37.92% Tunisia

CLINIQUE EL AMEN NABEUL Associated company EA 16.06% 22.08% Tunisia

CLINIQUE EL AMEN BIZERTE Associated company EA 13.18% 20.07% Tunisia

EL IMRANE Associated company EA 20.00% 20.00% Tunisia

TUNISYS Associated company EA 20.00% 20.00% Tunisia

EL KAWARIS Associated company EA 20.00% 20.00% Tunisia

TUNINVEST INNOVATION SICAR Associated company EA 27.27% 36.13% Tunisia

HAYETT Associated company EA 25.00% 25.00% Tunisia

AMEN SANTE Associated company EA 16.00% 16.45% Tunisia

TLG FINANCE Associated company EA 23.63% 34.64% Tunisia

SICAV AMEN Associated company EA 0.11% 0.11% Tunisia

SUNAGRI Associated company EA 27.00% 28.50% Tunisia

AMEN PREMIERE Associated company EA 0.04% 0.04% Tunisia

ASSURANCE COMAR COTE D’IVOIRE Associated company EA 30.00% 32.27% Cote d’Ivoire

SOCIETE NOUVELLE DE BOISSONS Associated company EA 20.00% 20.00% Tunisia

GI: Global integration EA: Equity accounting

We note that AMEN BANK Group does not include joint ventures.

In2018, AMEN BANK Group did not record any entry or exit of company from its perimeter.

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5- RELEVANT ACCOUNTING PRINCIPLES AND METHODS

5.1- Customer receivables

5.1.1 Rules for the presentation of customer receivables

Short-term management credits are presented on the balance sheet at nominal value less interests calculated in advance and not yet due.Medium and long-term credits are presented on the balance sheet at their nominal value plus accrued and unmatured interest. Medium-term credits, which are progressively used in installments, are recognized as assets in the balance sheet at their release value.The reserved bank charges and provisions on customer receivables are presented at the level of the corresponding asset items in a subtractive manner.

5.1.2 Classification and evaluation of receivables

Provisions on commitments are determined according to prudential standards related to risk coverage and to the follow up of commitments subject of Circular 91-24, as modified by subsequent texts defining classes of risks as follows:

Current assets:

Assets recoverable in respect of companies with a balanced financial position, satisfactory management and business prospects, a volume of financial contribution compatible with their activities and their actual repayment capacity.

Classified assets:

Class B1: Assets requiring specific monitoringAssets for which recovery is still assured, concerning companies operating in a business sector is experiencing difficulties or having a financial situation that is deteriorating.

Class B2: Uncertain assets Assets of which timely debt coverage in uncertain, concerning companies facing difficulties, which in addition to Class 1 characteristics, experience one of the following difficulties:• A financial contribution volume not compatible with the activity volume;• Absence of an updating process of the financial situation due to the lack of information;• Management problems and conflicts between partners;• Technical, commercial or supply difficulties;• Deterioration of cash flow impeding debt reimbursements within deadlines;• Payment delays of principal or interests, ranging between 90 and 180 days.

Class B3: Worrying assets Assets of which recovery is threatened involving companies with possible loss rates. These assets mainly concern companies having Class 2 characteristics but in a more severe way or having late payments between 180 and 360 days of credit principals and interests.

Class B4: Compromised assets Assets involving companies having more serious problems than Class 3 characteristics or having problems of late payment of credits’ principals and interests exceeding 360 days.The provisioning rate determined by Amen Bank corresponds to the minimal rate per class of risk, as mentioned in BCT Circular n° 91-24 of December 17, 1991, applied to uncovered net risks, i.e. the amount of commitments after deduction of reserved bank charges and the value of obtained guarantees.

Regarding commitments exceeding 7 thousand TND, provisions are determined according to rates provided for in the BCT circular after deducting guarantees considered to be valid. Provision rates per class of risk applied to the uncovered net risks are the following:• Uncertain assets 20%• Worrying assets 50%• Compromised assets 100%

As for commitments below 7 thousand TND, the bank determines the required provisions by applying the average provision rate of commitments exceeding 7 thousand TND to outstanding balances excluding pre-salary credits and CREDIM (housing credits for individuals), taking in consideration the quality of risks and recovery perspectives.The guarantees taken into account by the Bank are detailed as follows:• Guarantees received from the Tunisian State; • Guarantees received from banks and insurance companies; • Guarantees received from the NGF (National Guarantee Fund) and SOTUGAR;• Real guarantees: According to rules established by the Tunisian Central Bank, real estate guarantees may be taken into account if they meet

at least one of the following conditions:

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* Elle est inscrite sur le titre foncier ; * Elle est inscrite par l’intervention de deux notaires sur un titre arabe ; * Il existe une promesse d’hypothèque sur un terrain acquis auprès de l’un des organismes suivants : AFI, AFT, AFH.

Par ailleurs, certaines garanties ont été retenues, depuis l’exercice 2006, en application des articles 327 et 328 du code des procédures civiles et commerciales, sous forme d’oppositions conservatoires. Cette forme de garantie a été retenue compte tenu d’une hypothèse sous-jacente, à savoir, un taux historique de réalisation élevé et compte tenu des conditions cumulatives suivantes :

• Les engagements de la relation emprunteuse sont concentrés exclusivement chez AMEN BANK ; • L’opposition conservatoire est inscrite sur le titre foncier qui ne doit pas comporter d’autres charges hypothécaires au profit d’autres créanciers ; • La date d’inscription de l’opposition conservatoire remonte à moins de deux ans ; • Une évaluation récente du titre objet de l’opposition conservatoire ; • Une décote de 10% de la valeur du titre objet de l’opposition conservatoire.

5.1.3 Comptabilisation des créances irrécouvrables passées par perte

Les créances irrécouvrables inférieures ou égales à 500 dinars et les autres créances irrécouvrables ayant fait l’objet d’un jugement sont passées par perte. Parallèlement, les provisions et agios réservés y afférents font l’objet de reprise.

5.1.4 Comptabilisation des revenus des prêts accordés à la clientèle

Les intérêts sur crédits de gestion à court terme sont décomptés d’avance. Ceux-ci sont passés en produits pour leur montant total et font l’objet de régularisation pour tenir compte des intérêts non courus à la date d’arrêté des états financiers.

Les intérêts sur crédits à moyen terme sont matérialisés par des effets ou titres de crédit et sont perçus à terme. Ceux- ci sont passés en produits au fur et à mesure de leurs échéances. La partie des intérêts courus mais non encore échus à la date de l’arrêté des états financiers font l’objet de régularisation.

Les intérêts et agios dont le recouvrement est devenu incertain, constatés lors de l’évaluation des actifs et couverture des risques, sont logés dans un compte de passif intitulé «agios réservés».

Les intérêts et agios relatifs à des créances contentieuses, sont réservés d’office et ne transitent pas par le compte de résultat. Quant aux autres produits liés à des créances classées, ils sont comptabilisés initialement parmi les produits de la Banque puis cernés par le biais d’une application informatique pour être réservés.

La reprise des agios réservés et leur imputation au niveau des revenus de l’exercice sont tributaires de la baisse des engagements directs suite à des encaissements réalisés. A cet effet, les encaissements réalisés sur les créances sont systématiquement imputés, en premier lieu, sur les agios réservés déjà constitués.

5.2- Suivi des mesures conjoncturelles édictées en 2011:5.2.1 Provisions collectives

La provision collective, appliquée pour l’exercice 2011 en tant que mesure conjoncturelle est désormais une disposition permanente à observer pour couvrir les risques latents sur les engagements de la classe 0 et 1.

Ainsi, et en application des dispositions de la circulaire BCT N° 2012-20, la banque a constitué par prélèvement sur les résultats des provisions à caractère général dites « provisions collectives » pour couvrir les risques latents sur les engagements courants et les engagements nécessitant un suivi particulier au sens de l’article 8 de la circulaire 91-24 du 17 décembre 1991.

Pour l’évaluation du montant de la provision requise, la banque a appliqué la méthodologie référentielle édictée par la BCT.

Cette méthodologie prévoit :

• Le regroupement des engagements 0 et 1 en groupes homogènes par nature du débiteur et par secteur d’activité; • Le calcul d’un taux de migration moyen pour chaque groupe qui correspond aux risques additionnels du groupe considéré de l’année N rapporté aux engagements 0 et 1 du même groupe de l’année N-1; • La détermination d’un facteur scalaire par groupe traduisant l’aggravation des risques en 2017. Ce facteur scalaire ne peut être inférieur à 1; • La détermination d’un taux de provisionnement moyen sur le risque additionnel par groupe et l’application de ce taux à l’encours des engagements 0 et 1 du groupe considéré.

Le montant des provisions collectives est revu à chaque date d’arrêté des comptes annuels.

L’augmentation de la provision collective requise entraîne une dotation complémentaire imputée sur les charges de l’exercice et inversement la baisse de la provision collective requise entraîne une reprise correspondant à la baisse et imputée sur les produits de l’exercice.

L’application de ces règles a donné lieu à un montant de provision collective de 74 684 mDT. Ainsi et compte tenu de la provision collective de 66 526 mDT constituée en 2017, une provision complémentaire nette de 8 158 mDT a été dotée au titre de l’année 2018.

5.2.2 Les crédits rééchelonnés au cours de 2011 et le suivi en 2017

En 2011, et en application des dispositions de la circulaire de la BCT N° 2011-04, deux mesures ont été appliquées :

* They are registered on the land title; * They are recorded on a deed by two notaries on an Arabic title; * There is a mortgage pledge on land purchased from the following organizations: AFI, AFT, and AFH.

Furthermore, since Fiscal Year 2006, and under sections 327 and 328 of the Civil and Commercial Procedure Code, some guarantees were noted as protective opposition. This form of guarantee has been chosen considering an underlying assumption, namely, a historical high level of achievement and given the following cumulative conditions:• Commitments in the borrowing relationship are concentrated exclusively at Amen Bank;• The protective opposition is registered in the land title which must not have additional mortgage charges in favor of other creditors;• The registration of the protective opposition is less than 2 years old;• A recent evaluation of the title subject of the protective opposition;• A 10% discount on the value of the security subject of the protective opposition.

5.1.3 Recognition of Bad Debts Written off as Loss

Bad debts lower than or equal to 500 dinars and other bad debts having been subject to judgement shall be written off as loss. Along with this, related provisions and reserved charges shall be subject to recovery.

5.1.4 Recognition of Revenues from Loans Granted to Customers

Interests on short-term management credits are settled in advance. They are considered as products for their total amount and are regularized to take in consideration non-due interests on the financial statements’ closing date.

Interests on midterm credits are materialized by credit instruments or securities and are perceived in arrears. They are transferred as products as per maturity. The portion of outstanding interest not yet due on the date of the financial statements’ closing date are subject to regularization.Interests and bank charges the recovery of which has become uncertain, observed when assessing assets and covering risks, are hosted in a liabilities account referred to as “reserved bank charges”.

Interests and bank charges related to disputed receivables are automatically reserved and are not transferred through the profit and loss account. As for other products related to classified credits, they are initially accounted as products of the Bank then processed with IT application to be reserved.

The recovery of reserved bank charges and their attribution at the level of the fiscal period’s revenues depend on the decrease of direct commitments further to disbursements made. For this reason, disbursements made on credits are systematically assigned to the reserved bank charges already constituted.

5.2- Follow-up of the 2011 Contingency Measures:

5.2.1 Collective Provisions

The collective provision applied for FY 2011 as a contingency measure is now a permanent provision to be observed to cover the latent risks on the commitments of classes 0 and 1.

Therefore, and in application of the provisions of BCT circular N ° 2012-20, thus, the bank built general provisions by deductions from profits known as “collective provisions” to cover the latent risks on current liabilities and commitments requiring special monitoring as per Article 8 of Circular 91-24. December 17, 1991.

For the valuation of the amount of the required provision, the bank applied the reference methodology as instructed by the BCT. This methodology provides for the following:• Combining commitments 0 and 1 in homogenous groups according to the type of debtors and business activity. • Calculating an average migration rate for each group corresponding to additional risks of the group considered for N year, reflected on

commitments 0 and 1 of the same group in N-1 year;• Determining a scalar factor for each group reflecting the aggravation of risks in 2017. The scalar factor cannot be lower than 1. • Determining an average provisioning rate on additional risk for each group and applying this rate on pending commitments 0 and 1 related to

subject group.• The amount of collective provisions is reviewed at each closing date of the annual accounts.• The increase in the required collective provision results in an additional endowment charged to the expenses for the year. Inversely, the decrease

in the required collective provision results in a recovery corresponding to the decrease and is charged to the income for the year.• The application of these rules resulted in a collective provision amount of 74,684 thousand dinars. As a result, and taking into account the

collective provision of 66,526 KTND made in 2017, a net additional provision of 8,158 KTND was allocated for the year 20188.

5.2.2 Credits Rescheduled in 2011 and Follow up in 2018

In 2011, and in accordance with the provisions of the BCT circular N ° 2011-04, two measures were applied:

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First measure: The rescheduling carried out by the bank in accordance with the said circular gave rise neither to the classification of the concerned company under class 2, 3 or 4 within the meaning of Circular 91-24, nor to the revision of the classification assigned to the company as of 31 December 2010.In 2018, this measure is no more in force. The bank made the classification of all commitments in accordance with provisions of circular 91-24.

Second measure Revenues, interest receivables and unpaid interest on rescheduling granted under the 2011-04 circular have been reserved. A recovery of 1,321thousand TND was recorded on the reserved charges relating to rescheduled loans during 2018.

5.3- Additional provisions

In accordance with the provisions of the BCT circular N ° 2013-21 of 30 December 2013, credit institutions must set up additional provisions on assets with seniority in class 4 greater than or equal to 3 years for net risk coverage according to the following minimum quotas:• 40% for assets with seniority in class 4 from 3 to 5 years;• 70% for assets with seniority in class 4 of 6 and 7 years;• 100% for assets with seniority in class 4 greater than or equal to 8 years. The application of these rules generated a provision stock amounting to 170 949 thousand TND.

5.4- Exceptional Measures for Tourism

In accordance with the provisions of BCT circular N° 2015-12, credit institutions may defer the payment of principal and interest due or accruing in 2015 and 2016 in respect of loans granted to companies operating in the tourism sector.The provisions of this circular remain applicable to receivables due in 2017 according to the BCT circular N ° 2017-05 of 24 July 2017.

Credit institutions that extended the deadline or granted new exceptional credits may:• Maintain the classification established at the end of December 2014 within the meaning of Article 8 of Circular No. 91-24 referred to above;• Freeze seniority within the meaning of Article 10 quater of Circular No. 91-24 referred to above.

Concerned credit institutions are required not to account in their revenues interests with postponed reimbursements and interests related to new loans granted in the last two grace years only if reimbursements are actually made.

This measure is no longer in effect.

The application of the provisions of this circular resulted in the recognition of reserved bank charges, totaling 40,831 thousand dinars as of at 31 December 2017.

As of December 31, 2018, the charges reserved for receivables in the tourist sector belonging to classes 0 and 1 amounted to 38,771 thousand dinars.

5.5- Security Portfolio

5.5.1 Security Portfolio Presentation Rules

L Fixed income or variable income securities are presented on the balance sheet either in the commercial securities portfolio heading or in the investment securities portfolio heading according to their duration and detention intention. The following classification rules are applied:

Commercial Securities Portfolio

- Trading Securities These are fixed or variable income securities acquired for resale in the short-term and their trading market is deemed liquid.

-Equity securities These are securities that do not meet the criteria for trading or investment securities.

Investment Portfolio:

-Investment SecuritiesThese are securities acquired with the firm intention of holding them until maturity and for which the bank has sufficient means to concretize this intention.-Equity SecuritiesShares and other variable income securities held to generate a satisfactory return over a long period of time, or to allow the continuation of banking relationships with the issuing company.

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-Equity with Retrocession Agreements These are commitments materialized through securities and representing shares in the business capital. Essentially, these commitments establish a creditor - debtor relationship between the bank and the issuing companies.

5.5.2 Valuation Rules for the Securities Portfolio

Securities are recognized at acquisition date at their acquisition cost, excluding all costs and expenses, except for the study and consultancy fees incurred in connection with the acquisition of investment securities, shareholdings or shares in associated companies and joint ventures and shares in affiliated companies.Subscribed and non-paid-up interests are recorded as off-balance sheet commitments for their issue value. At the closing date, the securities are valued as follows:

Trading securities These securities are valued at market value (the weighted average stock price). The change in price following their valuation at market value is recorded in the income statement. In addition, treasury bonds are valued based on the curve published by the Financial Market Board.

Securities Held for Sale These securities are valued for each security separately, at market value for listed securities, and at fair value for unlisted securities. There can be no compensation between unrealized capital gains on certain securities and unrealized losses on other securities.The unrealized capital loss arising from the difference between the book value and the market value or the fair value gives rise to the allocation of a provision in contrast to the unrealized capital gains that are not recognized.

Investment Securities A comparison is made between the acquisition cost of investment securities at market value for quoted securities and the fair value for unlisted securities. Unrealized capital gains on investment securities are not recognized.Unrealized losses arising from the difference between the book value (possibly adjusted for premium amortization and / or recovery of discounts) and the market value or the fair value of the securities, are provisioned only in the following cases:

• Because of new circumstances, there is a high probability that the institution will not hold these securities until their maturity; and• There are default risks at the level of the issuer of securities.

5.5.3 Recognition of Income on Security Portfolio

Interest is recorded taking into account the principle of accrual accounting. In this way, interest receivable on treasury bills and bonds is recognized in income for the period.

Dividends on variable-income securities held by the bank are recognized in the income statement from the moment their distribution is formally approved.

Gains on the sale of investment securities acquired under retrocession agreements are assimilated to interest and taken into account as income as they are accrued.

5.6- Recognition of Revenues

Interest, similar income, commissions and other revenues are taken into account in the income statement for the period from January 1 to December 31, 2018. Accrued and unmatured income is included in the income, whereas revenue received and related to a period after 31 December 2018 is deducted from profit or loss.

5.7- Recognition of Charges

Interest and commissions incurred, personnel costs and other expenses are taken into account in the income statement for the period from January 1 to December 31, 2018. Accrued and unmatured expenses are included in the income, cash costs related to a period after December 31, 2018 are added to income.

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5.8- Fixed Assets

- Operating Properties

Operating fixed assets are recognized at their acquisition cost and amortized linearly at the following rates:

Category of Fixed Assets Applied rate

Non-revalued buildings 2%

Revalued buildings 5%

Furnishing, improvements and installations 10%

Elevators 10%

Software from 10% to 33%

Lease allowances 5%

Computer equipment 15%

Transportation equipment 20%

Office furniture 10%

Operation equipment 10%

Air conditioners 20%

Electronic payment terminals 20%

Safes 4% and 10%

- Non-operating properties acquired in the context of debt collection

As part of the recovery of receivables, the bank purchased real estate put up for sale as part of the real estate sales procedure. The purchase price corresponds to the price fixed by the specifications prepared by a court-appointed legal expert for the purpose. These assets are classified as “Non-operating properties” under AC6 - Fixed assets.

Non-operating properties held for sale are recorded at their acquisition price plus incurred costs and expenses. By way of derogation from NCT 5 provisions relating to tangible fixed assets, these properties are processed by reference to the provisions of International Financial Reporting Standard 5 (IFRS 5) relating to non-current assets held for sale and discontinued operations.

Under the provisions of IFRS 05, an entity shall classify a non-current asset or group of assets as held for sale if its carrying amount is recovered, principally, through a sale transaction rather than through continuous use.

In fact, non-operating properties brought by way of recovery are acquired solely for the purpose of integrating them and recovering unpaid claimsIn accordance with the provisions of IFRS 5, non-operating properties acquired in the context of debt collection are not amortized. However, they are subject to an individual valuation and appear in the annual financial statements at their fair value after deduction of costs of sales.

5.9- Recognition of Off-Balance Sheet Commitments Financing commitments are recognized as off-balance sheet as they are contracted and are transferred to the balance sheet as and when the funds are released.

5.10- Conversion Rules for Foreign Currency TransactionsExpenses and income expressed in foreign currencies are converted into dinars on the basis of the spot exchange rate on the date of their inclusion.

5.11- Revaluation of Foreign Exchange PositionsForeign currency exchange positions were converted into the reference currency using the average interbank exchange rate on the last day of December 2018. The resulting unrealized foreign exchange gains and losses were included in profit or loss for FY 2018.

5.12- Tax Expense In 2018, the Group took into account the deferred tax in accordance with the provisions of accounting standards NCT 35 and NCT 38.

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6- SPECIFIC CONSOLIDATION METHODS

6.1- Treatment of goodwill on acquisition

6.1.1 Goodwill

The excess of the acquisition cost over the purchaser’s interest in the net assets acquired at the date of the transaction must be recognized as an asset. It is amortized over its estimated useful life. This period may in no case exceed 20 years.

However, the excess of the purchaser’s interest in the acquired net assets over the acquisition cost must be recognized as negative goodwill.Negative goodwill is amortized in whole or in part over the expected period of expected future losses and expenses or if it is not the case over the remaining average useful life of the identifiable amortizable acquired assets, the balance is recognized immediately in revenue.Goodwill amortization expense related to the current financial year is shown under item CH8 “depreciation and provisions of fixed assets “.

6.2- Reciprocal balances and transactions

Reciprocal balances, income, and expenses resulting from internal Group operations that have no impact on the consolidated income are eliminated when they concern entities that are fully or proportionally consolidated.

On the other hand, reciprocal balances and transactions affecting the consolidated income are eliminated when they concern fully consolidated, proportionate or equity-accounted companies.

7- MAIN ADJUSTMENTS IN THE CONSOLIDATED ACCOUNTS

7.1- Homogenization of accounting methods

The accounting methods used to settle the accounts of companies under the scope of consolidation have been adjusted in accordance with those used for the Group’s consolidated financial statements.However, the financial statements of Maghreb Leasing Algérie, prepared in accordance with international standards (IAS / IFRS), have not been restated as part of the work to standardize accounting methods as the impact of these adjustments was deemed insignificant.

7.2- Elimination of intra-group balances and transactions

Internal operations and transactions are eliminated to neutralize their effects. These eliminations mainly focused on:• Current accounts between group companies;• Commissions between group companies;• Dividends distributed by the consolidated companies to AMEN BANK;• Internal transfers;• Intra-group provisions (provisions on equity securities);• Funds managed by the company “Sicar Amen” for the companies of the group;• Loans contracted by the group’s companies from the parent company AMEN BANK.

IV- EXPLANATORY NOTES(The figures are expressed in thousand dinars)

1- Explanatory notes on the balance sheet - Assets

Note 1-1. Cash and assets with the BCT, CCP and TGT

As of 31.12.2018, the balance of this item amounts to 402,287 thousand dinars compared to 170,245 thousand dinars as of 31.12.2017 and is broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 Variation %

Cash in dinars, foreign currencies and traveler’s checks 58 658 53 084 5 574 11%

BCT, CCP & TGT 343 629 117 161 226 468 193%

Total 402 287 170 245 232 042 136%

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The detail of each heading is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Cash in dinars, foreign currencies and traveler’s checks 58 663 53 090 5 573 10%

Provisions on cash in dinars (5) (6) 1 (17%)

Subtotal (1) 58 658 53 084 5 574 11%

BCT 343 657 117 087 226 570 194%

Provisions on BCT (111) - (111) 100%

Subtotal (2) 343 546 117 087 226 459 193%

CCP 83 74 9 12%

Provisions on CCP - - - 0%

Subtotal (3) 83 74 9 12%

Total 402 287 170 245 232 042 136%

Note 1-2. Receivables on banking and financial institutions

As of 31.12.2018, the balance of this item shows an amount of 188 476 KTND vs. 199 801 KTND as of 31.12.2017 and is broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Assets held in account in banking institutions 9 395 24 442 (15 047) (62%)

Loans to banking institutions 27 764 22 653 5 111 23%

Accounts receivable on assets and loans to banking institutions (4) (4) - 0%

Total claims on banking institutions 37 155 47 091 (9 936) (21%)

Assets held in account in financial institutions 20 371 25 257 (4 886) (19%)

Loans to financial institutions 129 078 125 484 3 594 3%

Accounts receivable on assets and loans to financial institutions 1 872 1 969 (97) (5%)

Total claims on financial institutions 151 321 152 710 (1 389) (1%)

Total 188 476 199 801 (11 325) (6%)

Note 1-3. Customer receivables

The comparative evolution of customer receivables between 2018 and 2017 is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Customers’ accounts receivable 993 444 887 284 106 160 12%

Accounts receivable to customers 965 259 863 712 101 547 12%

Accounts receivable / Accounts receivable of customers 28 185 23 572 4 613 20%

Other contributions to customers on ordinary resources 4 350 273 4 566 109 (215 836) (5%)

Other loans to customers in dinars 4 004 125 4 210 944 (206 819) (5%)

Other loans to customers in foreign currency 346 148 355 165 (9 017) (3%)

Credits on special resources 586 712 621 670 (34 958) (6%)

Claims on budgetary resources 39 864 28 066 11 798 42%

Claims on external resources 546 848 593 604 (46 756) (8%)

Total 5 930 429 6 075 063 (144 634) (2%)

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Note 1-4. Commercial Securities Portfolio

As of 31.12.2018, this heading shows a balance of 289 049 KTND vs 532 045 KTND as of 31.12.2017 and is broken down as follows:

Description 31/12/2018 31/12/2017 VARIATION %

Trading securities 92 545 68 149 24 396 36%

Treasury bonds 92 384 67 897 24 487 36%

Related receivables / Treasury bonds (transactions) - (478) 478 (100%)

Variable income trading securities - 555 (555) (100%)

Related receivables 161 175 (14) (8%)

Investment securities 196 504 463 896 (267 392) (58%)

Fixed income securities 179 456 450 923 (271 467) (60%)

Treasury bills - 241 109 (241 109) (100%)

Related receivables / Treasury bills (investment) 8 8 184 (8 176) (100%)

Bond loans 172 938 193 776 (20 838) (11%)

Related receivables / Bond loans 6 510 7 854 (1 344) (17%)

Variable income securities 17 048 12 973 4 075 31%

Listed shares 18 403 14 575 3 828 26%

Provisions for unrealized loss of shares (1 355) (1 602) 247 (15%)

Total 289 049 532 045 (242 996) (46%)

Note 1-5. Investment Securities Portfolio

As of 31.12.2018 the investment securities portfolio has a balance of 1,505,128 thousand dinars, compared to 1,206,242 thousand dinars as of 31.12.2017. Its detail is as follows:

Description 31/12/2018 31/12/2017 VARIATION %

Investment securities 917 515 728 448 189 067 26%

Equity securities 134 086 129 710 4 376 3%

Equities with retrocession agreement (*) 453 527 348 084 105 443 30%

Total 1 505 128 1 206 242 298 886 25%

(*)Equities with retrocession agreement include gross outstandings of 408,003 KTND under SICAR AMEN management.

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Note 1-5. Titres mis en équivalence :

Le poste «Titres mis en équivalence» représente la quote-part du Groupe AMEN BANK dans l’actif net des sociétés mises en équivalence. Il présente un solde de 154 952 mDT au 31.12.2018 contre un solde de 141 185 mDT au 31.12.2017 et se détaille comme suit :

DESCRIPTION 31/12/2018 31/12/2017

MLA 66 557 54 544

TUNISIE LEASING & FACTORING 39 305 33 436

AMEN SANTE 7 856 8 027

TLG Finance 15 834 16 780

HAYETT 7 680 6 864

EL IMRANE 2 894 2 716

CLINIQUE EL AMEN BIZERTE 1 392 3 514

CLINIQUE EL AMEN NABEUL 2 039 2 883

TUNINVEST INNOVATION SICAR 209 853

EL KAWARIS 934 740

TUNISYS 793 1 144

TUNINVEST INTERNATIONAL SICAR 16 18

SUNAGRI 107 101

AMEN PREMIERE 47 67

SICAV AMEN 61 61

ASSURANCE COMAR COTE D’IVOIRE 6 761 6 788

SOCIETE NOUVELLE DE BOISSONS 2 467 2 649

Total 154 952 141 185

Note 1-6.Valeurs immobiliséesLes valeurs immobilisées accusent au 31.12.2018 un solde de 169 076 mDT contre un solde de 165 955 mDT au 31.12.2017 et se détaillent comme suit :

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Immobilisations incorporelles 2 704 3 243 (539) (17%)

Immobilisations incorporelles 14 450 14 291 159 1%

Amortissement des immobilisations incorporelles (11 562) (10 864) (698) 6%

Provisions sur immobilisations incorporelles (184) (184) - -

Immobilisations corporelles 163 072 158 837 4 235 3%

Immobilisations corporelles 233 764 223 205 10 559 5%

Amortissement des immobilisations corporelles (70 692) (64 368) (6 324) 10%

Immobilisations encours 3 300 3 875 (575) (15%)

Immobilisations encours 3 300 3 875 (575) (15%)

Total 169 076 165 955 3 121 2%

(A) Le Goodwill présenté au niveau des immobilisations incorporelles au 31.12.2018 accuse un solde net de 1 786 mDT contre (2033) mDT au 31.12.2017 et se détaille comme suit :

SOCIÉTÉ

VALEUR BRUTE

AU 31/12/2017

INTEG-RATION

GW SUR ACQUISI-TION 2018

SORTIE DU

PÉRIM-ÈTRE

VALEUR BRUTE

AU 31/12/2018

AMORT CUMUL

AU 31/12/2017

DOTATION AU

31/12/2018

AMORT CUMUL

AU 31/12/2018

VCN AU 31/12/2017

SORTIE DU

PERIM-ETRE

VCN AU

31/12/2018

Goodwill TUNISIE LEASING & FACTORING

4 686 - - 4 686 (2 880) (234) (3 114) 1 806 1 572

Goodwill TLG Finance 256 - - 256 (29) (13) (42) 227 214

Total 4 942 - - 4 942 (2 909) (247) (3 156) 2 033 1 786

Note 1-5. Equity-accounted securities: The item “Equity-accounted investments” represents AMEN BANK Group’s share in the net assets of equity affiliates. It shows a balance of

154,952 thousand dinars as of 31.12.2018 vs. 141,185 thousand dinars as of 31.12.2017 and is detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017

MLA 66 557 54 544

TUNISIE LEASING & FACTORING 39 305 33 436

AMEN SANTE 7 856 8 027

TLG Finance 15 834 16 780

HAYETT 7 680 6 864

EL IMRANE 2 894 2 716

CLINIQUE EL AMEN BIZERTE 1 392 3 514

CLINIQUE EL AMEN NABEUL 2 039 2 883

TUNINVEST INNOVATION SICAR 209 853

EL KAWARIS 934 740

TUNISYS 793 1 144

TUNINVEST INTERNATIONAL SICAR 16 18

SUNAGRI 107 101

AMEN PREMIERE 47 67

SICAV AMEN 61 61

ASSURANCE COMAR COTE D’IVOIRE 6 761 6 788

SOCIETE NOUVELLE DE BOISSONS 2 467 2 649

Total 154 952 141 185

Note 1-6.Fixed Assets Fixed assets show as of 31.12.2018 a balance of 169,076 KTND vs. 165,955 KTND as of 31.12.2017 and are detailed as follow:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Intangible assets 2 704 3 243 (539) (17%)

Intangible assets 14 450 14 291 159 1%

Amortization of intangible assets (11 562) (10 864) (698) 6%

Provisions on intangible assets (184) (184) - -

Tangible assets 163 072 158 837 4 235 3%

Tangible assets 233 764 223 205 10 559 5%

Amortization of tangible assets (70 692) (64 368) (6 324) 10%

Provisions on tangible assets 3 300 3 875 (575) (15%)

Outstanding fixed assets 3 300 3 875 (575) (15%)

Total 169 076 165 955 3 121 2%

Goodwill presented at the level of intangible assets as of 31.12.2018 shows a net balance of 1,786 KTND vs 2,033 KTND as of 31.12.2017 and is detailed as follows:

CompanyGross

value as of 31/12/2017

GW integration

on acquisition

2018

Exit from perimeter

Gross value as of 31/12/2018

Cumul. Deprec.

As of 31/12/2017

Endowment as of

31/12/2018

Cumul. Deprec.

As of 31/12/2018

NAV 31/12/2017

Exit from perimeter

NAV 31/12/2018

Goodwill TUNISIE LEASING & FACTORING

4 686 - - 4 686 (2 880) (234) (3 114) 1 806 1 572

GoodwillTLG Finance

256 - - 256 (29) (13) (42) 227 214

Total 4 942 - - 4 942 (2 909) (247) (3 156) 2 033 1 786

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(A) The flow of capital movements, including acquisitions and disposals, are as follows:

TABLE OF CHANGES IN FIXED ASSETS AS OF 31/12/2018

Description

Gross Value as of 31/12/2017

consolidated

Acquisition Sale/transfer

Gross Value as of 31/12/2018

consolidated

Cumul Amort/ Provision as

of 31/12/2017 consolidated

Endowment Recovery/ exit

Cumul Amort as of 31/12/2018

consolidated

1) Intangible fixed assets 115 491 159 (105 452) 10 198 (11 048) 3 554 - (7 494)

Goodwill 107 050 - (106 359) 691 (2 909) 4 004 - 1 095

Business capital 184 - - 184 (184) - - (184)

Software 7 292 158 869 8 319 (7 222) (405) - (7 627)

Leasehold 965 - - 965 (707) (40) - (747)

Other intangible fixed assets - 1 38 39 (26) (5) - (31)

2) Tangible fixed assets 223 403 11 004 (446) 233 961 (64 565) (6 611) 287 (70 889)

Operating fixed assets 137 007 678 (101) 137 584 (32 074) (3 304) 33 (35 345)

Operating Lands 39 952 - - 39 952 - - - -

Buildings 69 161 - (91) 69 070 (15 200) (1 382) 22 (16 560)

Development of buildings 27 894 678 (10) 28 562 (16 874) (1 922) 11 (18 785)

Unused fixed assets 47 913 5 945 - 53 858 (4 340) (255) - (4 595)

Unused lands - - - - - - - -

Buildings 47 913 5 945 - 53 858 (4 340) (255) - (4 595)

Office furniture 7 748 210 (15) 7 943 (5 024) (596) 5 (5 615)

Transport equipment 4 620 986 (330) 5 276 (2 712) (812) 249 (3 275)

Computer equipment 10 435 2 921 - 13 356 (8 516) (749) - (9 265)

ATMs 7 007 4 - 7 011 (5 455) (344) - (5 799)

Safes 2 327 - - 2 327 (1 654) (90) - (1 744)

Other fixed assets 6 346 260 - 6 606 (4 790) (461) - (5 251)

3) Outstanding fixed assets 3 875 1 873 (2 448) 3 300 - - - -

Outstanding tangible fixed assets

1 396 1 611 (152) 2 855 - - - -

Outstanding intangible fixed assets

2 479 262 (2 296) 445 - - - -

Total 342 769 13 036 (108 346) 247 459 (75 613) (3 057) 287 (78 383)

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Note 1-7. Other Assets

As of 31.12.2018, other assets amounted to 246 202 KTND vs. 172 054 KTND and are broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Suspense and regularization accounts 93 147 67 017 26 130 39%

Suspense accounts 18 105 14 070 4 035 29%

Suspense accounts of the trading room 5 054 5 287 (233) (4%)

Compensation suspense accounts 10 328 8 316 2 012 24%

Other suspense accounts 2 723 467 2 256 483%

Regularization accounts 75 042 52 947 22 095 42%

Others 153 055 105 037 48 018 46%

Material stocks, equipment and stamps 365 419 (54) (13%)

State, fiscal charges and taxes 15 608 4 099 11 509 281%

Family allowances 211 143 68 48%

Deposits and guarantees 294 325 (31) (10%)

Transactions with the staff 75 563 71 658 3 905 5%

Various debtors 50 663 9 930 40 733 410%

Claims on the State 567 1 027 (460) (45%)

Others 3 324 10 503 (7 179) (68%)

Deferred tax assets 6 460 6 933 (473) (7%)

Total 246 202 172 054 74 148 43%

Details of provisions on accounts under section AC7 are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Provisions on suspense and regularization accounts (16 636) (16 513) (123) 1%

Provisions on suspense and regularization accounts of the trading room

(7 331) (7 331) - -

Provisions on compensation suspense accounts

(8 042) (7 780) (262) 3%

Provisions on other suspense accounts (1 263) (1 402) 139 (10%)

Provisions on other accounts under AC7 (18 388) (19 505) 1 117 (6%)

Provisions on operations with staff (693) (717) 24 (3%)

Provisions on various receivables (2 174) (3 406) 1 232 (36%)

Provisions on other accounts (15 521) (15 382) (139) 1%

Total (35 024) (36 018) 994 (3%)

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2- Explanatory Notes on the Balance Sheet - Liabilities

Note 2-1. Central Bank of Tunisia and CCP

As of 31.12.2018, this heading shows a balance of 1 072 065 KTND thus recording a decrease of 102 751 KTND compared to 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Accounts receivable with the BCT 25 25 - -

Loans from the BCT Dinars 1 068 000 1 174 000 (106 000) (9%)

Debts related to loans from the BCT 4 040 791 3 249 411%

Total 1 072 065 1 174 816 (102 751) (9%)

Note 2-2. Deposits and assets of banking and financial institutions

As of 31.12.2018, deposits and assets of banking and financial institutions show a balance of 235 057 KTND vs. 385 115 KTND as of 31.12.2017 and their details are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Deposits and assets of banking institutions 231 512 378 744 (147 232) (39%)

Assets in banking institutions 71 536 74 237 (2 701) (4%)

Loans from banking institutions 159 976 304 507 (144 531) (47%)

Deposits and assets of financial institutions 3 545 6 371 (2 826) (44%)

Assets in financial institutions 3 533 6 360 (2 827) (44%)

Loans from financial institutions 12 11 1 9%

Total 235 057 385 115 (150 058) (39%)

Note 2-3. Customer Deposits and Assets

As of 31.12.2018, customer deposits and assets show a balance of 5 505 003 KTND vs 5 076 536 KTND as of 31.12.2017 and are broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Demand deposits 1 668 372 1 606 210 62 162 4%

Other customer deposits and assets 3 836 631 3 470 326 366 305 11%

Savings 1 469 211 1 419 541 49 670 3%

Term deposits 2 222 969 1 947 793 275 176 14%

Term deposits in dinars 1 811 034 1 560 423 250 611 16%

Debts attached to Term Deposits in dinars 2 696 12 708 (10 012) (79%)

Time deposits in foreign currencies 406 800 373 067 33 733 9%

Related Debts on Foreign Currency Term Deposits 2 439 1 595 844 53%

Other amounts due to customers 144 451 102 992 41 459 40%

Total 5 505 003 5 076 536 428 467 8%

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Note 2-4. Loans and Special Resources

As of 31.12.2018, the balance of this heading amounts to 875 255 KTND vs. 968 065 KTND as of 31/12/2017 and is broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Materialized loans 281 714 330 301 (48 587) (15%)

Special Resources 593 541 637 764 (44 223) (7%)

Total 875 255 968 065 (92 810) (10%)

The balance of materialized loans is subdivided as follows as of 31.12.2018 vs. 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Materialized loans 273 248 322 080 (48 832) (15%)

Debts attached to materialized loans 8 466 8 221 245 3%

Total 281 714 330 301 (48 587) (15%)

The balance of special resources are subdivided as follows as of 31.12.2018 vs.31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Budget resources 7 815 7 254 561 8%

External resources 585 726 630 510 (44 784) (7%)

Total 593 541 637 764 (44 223) (7%)

Note 2-5. Other Liabilities

Other liabilities are subdivided as follows as of 31.12.2018 vs. 31.12.2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Provisions for liabilities and charges 6 125 9 578 (3 453) (36%)

Provisions on commitment by signature 1 370 1 212 158 13%

Other provisions for liabilities and charges 4 755 8 366 (3 611) (43%)

Suspense and regularization accounts 209 404 164 597 44 807 27%

Suspense accounts 4 463 3 572 891 25%

Regularization accounts - (5) 5 (100%)

Various creditors 164 728 131 602 33 126 25%

Various creditors on compensation accounts 77 689 46 837 30 852 66%

Personnel deposits 4 820 4 682 138 3%

Charges due 82 219 80 083 2 136 3%

State, taxes and fiscal dues 32 524 26 615 5 909 22%

Others 7 689 2 813 4 876 173%

Total other liabilities 215 529 174 175 41 354 24%

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3. Explanatory Notes on the Balance Sheet – Minority interests

SOCIÉTÉ 31/12/2018 31/12/2017

Minority interests in the reserves of AMEN FINANCE COMPANY - -

Minority interests in the profits of AMEN FINANCE COMPANY - -

Minority interests in the reserves of AMEN PROJECT 335 4 880

Minority interests in the profits of AMEN PROJECT 21 296

Minority interests in the reserves of SOGEREC - -

Minority interests in the reserves of SICAR AMEN 1 499 1 344

Minority interests in the profits of SICAR AMEN 246 405

Minority interests in the reserves of AMEN CAPITAL 479 360

Minority interests in the profits of AMEN CAPITAL 154 173

Minority interests in the reserves of LE RECOUVREMENT 3 3

Minority interests in the profits of LE RECOUVREMENT 2 -

Minority interests in the reserves of AMEN CORPORATE FINANCE - -

Minority interests in the profits of AMEN CORPORATE FINANCE 8 11

Minority interests in the reserves of AMEN INVEST 1 322 1 393

Minority interests in the profits of AMEN INVEST 20 (72)

Total 4 089 8 793

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4. Explanatory Notes on the Balance Sheet – EquitiesAs of 31 December 2018 Amen Bank’s corporate capital amounted to 132,405 KTND composed of 26,481, 000 shares with a par value of 5 Dinars fully paid up The contributions of each company included in the scope of consolidation in the shareholders’ equity of the group are as follows:

Company Elements of equity (EQ) EQ as of 31/12/2018 EQ as of 31/12/2017 OBSERVATION

AMEN BANK

Capital 132 405 132 405

Reserves 667 462 584 596

Other equities 423 423

Deferred profits 5 5

Profit 108 063 103 520

Total 908 358 820 949

SICAR AMEN

Reserves 9 003 7 848

Profit 1 840 3 031

Total 10 843 10 879

LE RECOUVREMENT

Reserves 2 482 2 274

Profit 1 354 199

Total 3 836 2 473

AMEN PROJECT

Reserves 93 713

Profit 24 334

Total 117 1 048

SOGEREC

Reserves (313) (607)

Profit 520 294

Total 207 (313)

AMEN CAPITAL

Reserves 250 113

Profit 179 201

Total 429 313

AMEN CORPORATE FINANCE

Reserves - -

Profit 9 13

Total 9 13

AMEN INVEST

Reserves 786 908

Profit 35 (125)

Total 821 783

TUNISIE LEASING & FACTORING (*)

Reserves 11 606 10 985

Profit 7 666 2 620

Total 19 272 13 605

MAGHREB LEASING ALGERIE

Reserves 22 981 13 157

Profit 9 697 7 507

Total 32 678 20 664

EL IMRANE

Reserves 1 036 813

Profit 458 503

Total 1 494 1 316

KAWARIS

Reserves 50 66

Profit 236 26

Total 286 92

TLG FINANCE

Reserves 1 277 4 242

Profit (3 097) (5 103)

Total (1 820) (861)

HAYETT

Reserves 3 476 2 987

Profit 1 191 865

Total 4 667 3 851

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COMPANY Elements of equity (EQ) EQ AS OF 31/12/2018

EQ AS OF 31/12/2017 OBSERVATION

TUNINVEST INNOVATION

SICAR

Reserves 22 29

Profit 6 643

Total 28 671

TUNINVEST INTERNATIONAL

SICAR

Reserves 16 (53)

Profit (2) (2)

Total 14 (57)

TUNISYS

Reserves 406 442

Profit 87 255

Total 493 696

AMEN SANTE

Reserves (85) 205

Profit (201) (290)

Total (286) (85)

CLINIQUE EL AMEN NABEUL

Reserves (670) -

Profit (843) (670)

Total (1 513) (670)

AMEN PREMIERE

Reserves (30) (9)

Profit 2 2

Total (28) (7)

SICAV AMEN

Reserves (88) (88)

Profit 3 2

Total (85) (85)

CLINIQUE EL AMEN BIZERTE

Reserves (737) -

Profit (1 123) (1 031)

Total (1 860) (1 031)

SUNAGRI

Reserves (127) (133)

Profit 7 4

Total (120) (127)

COMAR COTE D’IVOIRE

Reserves 1 722 1 278

Profit (894) (423)

Total 828 854

SOCIETE NOUVELLE DES

BOISSONS

Reserves (131) (3)

Profit 67 120

Total (64) 118

TOTAL

Capital 132 405 132 405

Reserves 720 488 629 764

Other equities 423 423

Deferred profits 5 5

Profit 125 280 112 493

Total 978 601 875 089

(*)The extraordinary general meeting of 12 December 2017 of Tunisie Leasing & Factoring, decided the merger absorption of Tunisie Factoring by Tunisie leasing, effective January 1, 2017. The transaction generated a merger bonus for Amen Bank group of KTND 4,251 (including the share in the 2017 profit of Tunisie Factoring).This bonus was recorded at the level of the 2018 consolidated income.The following table shows the movements of shareholders’ equity by type as of 31/12/2018:

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Subscribedcapital Reserve Translation

adjustmentNew

deferment TOTAL FY IncomeShareholder’s equity Group share

Situation at the beginning of FY 2018 132 405 626 116 4 071 5 762 597 112 493 875 090

Allocation of profit for year N-1

- 79 392 - 33 101 112 493 (112 493) -

Dividends paid - 731 - (33 101) (32 370) - (32 370)

Increase / decrease of capital (contribution in cash)

- - - - - - -

Change of variable capital (SICAV)

- 67 - - 67 - 67

Variation of securities assimilated to equities and related debts (social fund)

(548) - - (548) - (548)

Variation of consolidation perimeter

- 35 - - 35 - 35

Variation of investment subsidies

- - - - - - -

Variation of exchange rate (exchange differential)

- - 11 046 - 11 046 - 11 046

Group share in profit - - - - - 125 280 125 280

SITUATION AT THE CLOSE OF FY 2018

132 405 705 793 15 117 5 853 320 125 280 978 601

5-Explanatory notes on off-balance commitments

Note 5-1. Securities, guarantees and other warranties

As of December 31, 2018, the balance of this item amounted to 707 124 KTND vs. 593 387 KTND at the end of FY 2017 and is broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Securities 666 749 545 921 120 828 22%

Guarantees 31 061 34 847 (3 786) (11%)

Other warranties given 9 314 12 619 (3 305) (26%)

Total 707 124 593 387 113 737 19%

Outstanding securities as of December 31, 2018 are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Securities for banks 264 484 293 698 (29 214) (10%)

Securities for financial institutions 10 090 10 090 - 0%

Securities for customers 392 175 242 133 150 042 62%

Total 666 749 545 921 120 828 22%

Outstanding guarantees as of December 31, 2018 are as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Guarantees for customers 31 061 34 847 (3 786) (11%)

Total 31 061 34 847 (3 786) (11%)

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Note 5-2. Documentary credits

Documentary credits increased from 305 206 KTND as of 31.12.2017 to 379 541 KTND as of 31.12.2018 and are broken down as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Import documentary credits 254 935 246 407 8 528 3%

Export documentary credits 124 606 58 799 65 807 112%

Total 379 541 305 206 74 335 24%

Note 5-3. Pledged assets

The balance of this item corresponds to the book value of the treasury bills and fundable bills given by the bank as collateral for the refinancing included in the liabilities.As of 31.12.201, the balance of this heading is detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Fundable bills pledged as security 640 000 552 100 87 900 16%

Treasury bonds pledged as security 367 000 541 900 (174 900) (32%)

National loan pledged as security 61 000 80 000 (19 000) (24%)

Total 1 068 000 1 174 000 (106 000) (9%)

Note 5-4. Commitments given

As of 31.12.2018, commitments given amounted to 470 676 KTND and are detailed as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Financing commitments given 456 801 245 245 211 556 86%

Interbank loans in hard currency confirmed but not yet disbursed 3 282 45 3 237 7193%

Credits to customers confirmed not yet released 441 794 234 188 207 606 89%

Credits to customers confirmed, but not yet disbursed in the mid- term 116 327 174 819 (58 492) (33%)

Credits to customers confirmed but not yet disbursed in the long term 14 600 50 283 (35 683) (71%)

Credits to customers confirmed but not yet disbursed in the short term 310 867 9 086 301 781 3321%

Credit authorization by card 11 725 11 012 713 6%

Commitments on securities 13 875 18 017 (4 142) (23%)

Non-released equities 13 875 18 017 (4 142) (23%)

Total 470 676 263 262 207 414 79%

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Note 5-5. Financing commitments received

The financing commitments received show a nil balance as of 31.12.2018

Note 5-6.Guarantees received

Outstanding guarantees received amounted to 3,883,407 thousand dinars as of31.12.2018 vs. 3,554,278 thousand dinars at the end of FY 2017. This outstanding amount corresponds to the accepted guarantees recognized in accordance with the provisions of BCT circular 91-24 within the limit of the commitment.

As of 31.12.2018, the balance of this item is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Guarantees received from the State 154 682 104 345 50 337 48%

Guaranties received from other banking and financial institutions and insurance companies

172 591 39 019 133 572 342%

Guaranties received from customers 3 556 134 3 410 914 145 220 4%

Total 3 883 407 3 554 278 329 129 9%

6- Explanatory notes on the statement of income

Note 6-1. Interest and assimilated revenues

Interest and similar income totaled 578,354 thousand dinars in 2018. Their detail is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Transactions with banking and financial institutions and the BCT

14 387 5 595 8 792 157%

Customer transactions 540 959 459 453 81 506 18%

Other interest and similar income 22 968 14 668 8 300 57%

Interest differential on foreign exchange transactions 14 752 5 832 8 920 153%

Commissions assimilated to interest 8 216 8 836 (620) (7%)

Total 578 314 479 716 98 598 21%

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Note 6-2. Commissions collected

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Bank checks, transfers, account management and other payment instruments 60 263 51 434 8 829 17%

Transactions on investments and securities 2 278 2 515 (237) (9%)

Exchange transactions 1 803 1 791 12 1%

External trade transactions 4 762 4 982 (220) (4%)

Management, study and commitments 13 553 14 243 (690) (5%)

Electronic and direct banking transactions 17 017 13 853 3 164 23%

Bancassurance 2 221 2 852 (631) (22%)

Merchant bank 504 332 172 100%

Other commissions 1 901 1 791 110 6%

Total 104 302 93 793 10 509 11%

Note 6-3. Net profit on commercial security portfolio and on financial transactions

Net profit on commercial security portfolio and on financial transactions are as follows in 2018 vs. 2017:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Net profit on trading securities 4 860 2 848 2 012 71%

Net profit on equity securities 19 920 34 810 (14 890) (43%)

Net profit on exchange securities 46 923 43 794 3 129 7%

Total 71 703 81 452 (9 749) (12%)

Note 6-4. Investment Portfolio Revenues

In 2018, revenues generated by the investment portfolio amounted to 65 477 KTND vs. 51 398 KTND in 2017. Their breakdown is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Interest and similar income on investment securities 60 878 47 110 13 768 29%

Dividends and similar income on equity securities related companies, associated companies and joint ventures

4 512 4 288 224 5%

Dividends and similar income on shares in equities with retrocession agreements 87 - 87 100%

Total 65 477 51 398 14 079 27%

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Note 6-5. Incurred interest and assimilated expenses

In 2018, the amount of incurred interests and assimilated expenses amounted to 443,226 KTND. Their breakdown is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Incurred interests and assimilated charges (372 148) (293 562) (78 586) 27%

Transactions with banking/financial institutions and BCT (91 441) (57 785) (33 656) 58%

Transactions with customers (245 207) (201 940) (43 267) 21%

Loans and special resources (35 500) (33 837) (1 663) 5%

Other interest and charges (71 030) (52 872) (18 158) 34%

Translation differential on exchange transactions (52 834) (35 616) (17 218) 48%

Foreign currency hedging fees and other commissions on external lines

(18 196) (17 256) (940) 5%

Total (443 178) (346 434) (96 744) 28%

Note 6-6. Endowments to provisions and result of value adjustments on receivables, off-balance sheet and liabilities

In 2018, the cost of risk related to receivables, other assets and liabilities, amounted to 88 099 KTND reflecting a drop of 23 037 KTND compared to FY 2017. It is presented in detail in the table below:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Allocation to provisions on bad debts (114 966) (98 563) (16 403) 17%

Allocation to collective provisions Cir BCT 2012-02 (8 158) (6 512) (1 646) 25%

Allocation to provisions on additional receivables Cir BCT 2013-21 (40 826) (43 927) 3 101 (7%)

Allocation to provisions on other items of assets and liabilities (1 512) (407) (1 105) 271%

Allocation to provisions for risks and charges (3 190) (5 560) 2 370 (43%)

Allocation to provisions on paid leave (1 739) - (1 739) 100%

Total allocation (170 391) (154 969) (15 422) 10%

Losses on receivables (57 718) (185 218) 127 500 (69%)

Total allocation and losses on receivables (228 109) (340 187) 112 078 (33%)

Recovery of provisions on bad debts 56 803 21 433 35 370 165%

Recovery of collective provisions Cir BCT 2012-02 14 547 17 093 (2 546) (15%)

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Recovery of provisions on addi-tional receivables Cir BCT 2013-21 further to cancellation or transfer

- 167 (167) (100%)

Recovery of collective provisions - 2 787 (2 787) (100%)

Recovery of provisions on cancelled and transferred receivables 35 223 115 393 (80 170) (69%)

Recovery of provisions on other items of as-sets

1 903 593 1 310 221%

Recovery of provisions on risks and charges 7 100 90 7 010 7 789%

Recovery of provisions on paid leave - 1 205 (1 205) (100%)

Recovery of reserved bank charges on cancelled and transferred re-ceivables

22 319 70 224 (47 905) (68%)

Total Recovery 137 895 228 985 (91 090) (40%)

Recovery of cancelled receivables 2 115 66 2 049 3 105%

Total recoveries and recoveries on receivables 140 010 229 051 (89 041) (39%)

Total (88 099) (111 136) 23 037 (21%)

Note 6-7. Allocations to provisions and result of value adjustments in investment portfolio

In 2008, allocations to provisions and the result of value adjustments in investment portfolio amounted to 4,173 KTND, reflecting a variation of 1,067 KTND compared to FY 2017. Their breakdown is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Allocations to provisions for depreciation of investment securities (3 856) (11 865) 8 009 (68%)

Recovery of provisions for depreciation of investment securities 2 442 1 851 591 32%

Capital gain on sale of investment securities 2 979 12 316 (9 337) (76%)

Loss on sale of investment securities (1 848) (83) (1 765) 2 127%

Spread of premium and discount of investment treasury bonds -BTA 4 456 887 3 569 402%

Total 4 173 3 106 1 067 34%

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Note 6-8. Operating charges

In 2018, operating charges amounted to 146, 438 KTND, reflecting an increase of 21 041 KTND compared to 2017. Their breakdown is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Personnel costs (104 703) (94 405) (10 298) 11%

Staff remuneration (78 571) (72 641) (5 930) 8%

Social charges (18 855) (16 863) (1 992) 12%

Taxes on wages (1 664) (1 338) (326) 24%

Other personnel costs (5 613) (3 563) (2 050) 58%

General operating expenses (37 828) (23 488) (14 340) 61%

Non-banking operating expenses (10 952) (9 989) (963) 10%

Other operating expenses (26 876) (13 499) (13 377) 99%

Depreciation and amortization (3 907) (7 504) 3 597 (48%)

Total (146 438) (125 397) (21 041) 17%

Note 6-9. Balance of profits resulting from other ordinary elements

The balance of profits resulting of other ordinary elements in 2018 vs. 2017 is as follows

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Capital gains on sale of fixed assets 255 180 75 42%

Capital losses on sale of fixed assets - (50) 50 (100%)

Social solidarity contribution (456) - (456) 100%

Other exceptional income (5 525) 2 398 (7 923) (330%)

Total (5 726) 2 528 (8 254) (327%)

Note 6-10. Income tax

The income tax for the year 2018 is as follows:

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Current tax (16 084) (14 248) (1 836) 13%

Deferred tax (473) (541) 68 (13%)

Total (16 557) (14 789) (1 768) 12%

Note 6-11. Balance of profits resulting from other extra-ordinary elements

DESCRIPTION 31/12/2018 31/12/2017 VARIATION %

Exceptional contribution (1 786) (1 994) 208 (10%)

Total (1 786) (1 994) 208 (10%)

Note 6-12. Profit per share

The base earnings per share in the fiscal year closed on December 31, 2018 amounted to 4.731 dinars vs. 4,248 dinars in the fiscal year ending on 31 December 2017.

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DESCRIPTION 31/12/2018 31/12/2017 VARIATION

Net result in KTND 125 280 112 493 12 787

Average number of shares 26 481 000 26 481 000 -

Base earnings per share (in TD)

Diluted earnings per share (in TD)

4,731

4,731

4,248

4,248

0,483

0,483

Earnings per share thus determined correspond to both base earnings per share and diluted earnings per share, as defined by the accounting standards. Earnings per share is calculated by dividing net income for the year attributable to ordinary shares by the weighted average number of shares outstanding during the year.

7. Explanatory notes on the cash flow statementThe cash flows statement is prepared to highlight the bank’s liquidity movements through operation, investment and funding activities in addition to other factors likely to affect its liquidity and solvency.

The bank’s cash position, which consists of all cash and cash equivalents, increased from (961 189) KTND to (593 794) KTND, i.e. an increase of 367 395 KTND or 38.22%.

This increase is explained by negative cash flows allocated to operating activities amounting to 686 924 KTND and investment activities of 198,104 KTND and by positive cash flows used for financing activities of 120,359 KTND.A review of these three flows highlights the following key findings:

Note 7.1:.Net cash flows from operating activities

As of 31 December 2018, cash flow allocated to operating activities reached 686 924 KTND as explained below:

Net positive cash flows:

1. Net cash flow compared to disbursed operating charges for 268 367 KTND,2. The variation in customer deposits net of withdrawals for 396 586 KTND,3. Net inflows on investment securities for 284 343 KTND,4. Variation in customer loans net of repayment for 36 006 KTND,5. Other cash flows used in other operating activities 14 367 KTND.

Net negative cash flows:

1. The variation of deposits with banks and financial institutions net of withdrawals for 130 895 KTND.2. Net disbursements on behalf of staff and miscellaneous creditors for 163 830 KTND.3. Disbursements under the income tax for 18 020 KTND.

Note 7.2: Net cash flows allocated to investment activities:

Cash flows from investing activities are set at (198 104) KTND and mainly result from the collection of interest and dividends on the investment portfolio and in the net result of the acquisition and sale of investment securities and fixed assets.

Note 7.3: Net cash flows allocated to funding activities.

Net cash flows allocated to funding activities amounted to -120 359 KTND as of 31 December 2018. This is mainly explained by:

Net negative cash flows:

1. The issue of loans net of repayments for 49,587 KTND,2. The increase in special resources for 44,224 KTND,3. The payment of dividends for 27 000 KTND,4. Movements on social and retirement fund of 548 KTND.

Note 7.4: Cash and cash equivalent

This item is composed mainly of dinar and foreign currency balances, assets at the central bank and the postal checks center, demand deposits with banking institutions, interbank loans and borrowings for less than three months and the trading securities portfolio.As of 31 December 2018 this cash and cash equivalent amounted to (593 794) KTND vs. (961 189) KTND as of 31 December 2017. The reconciliation of cash and cash equivalents as of 31.12.2018 was established as follow:

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DESCRIPTION 2018 2017

Assets 549 300 293 433

Cash and assets with the BCT, CCP and TGT 402 287 170 245

Cash 58 658 53 084

Assets and loans with BCT 343 546 117 087

CCP accounts 83 74

Claims on banking and financial institutions 57 530 54 735

Claims on banking institutions <90 days 37 159 29 478

Claims on Financial Institutions <90 days 20 371 25 257

Trading securities 89 483 68 453

Liabilities 1 143 094 1 254 622

Central Bank, CCP 1 068 025 1 174 025

Accounts receivable with the BCT 25 25

Loans from the BCT 1 068 000 1 174 000

Deposits and assets on banking and financial institutions 75 069 80 597

Deposits and assets on banking institutions <90 days 71 536 74 237

Deposits and assets on financial institutions <90 days 3 533 6 360

Cash and cash equivalents at the end of the period (593 794) (961 189)

8- Other notes

8-1 Identification of related parties

• The following entities are considered as related parties in accordance with Accounting Standard NCT 39:• PGI Holding because it holds 22.16% of the capital of AMEN BANK;• COMAR since it directly holds 30.61% of the voting rights in AMEN BANK;• HORCHANI FINANCE because it holds 5.45% of the capital of AMEN BANK;• CTKD because it holds 5.00% of the capital of AMEN BANK;• PARENIN because it holds 4.66% of the capital of AMEN BANK;• ENNAKL AUTOMOBILES because it holds 4.53% of the capital of AMEN BANK;• The companies controlled by AMEN BANK or over which it exercises significant influence;The members of the Supervisory Board of AMEN BANK, the members of the Executive Board as well as the close members of their families.

Description of transactions with related parties during 2018.«PGI Holding»• AMEN BANK leases from PGI Holding a part of the ground floor of the building located at 150, avenue de la liberté, Tunis. The rent for 2018 was 142 KTND (Excluding tax).• AMEN BANK pays a pro rata share of the expenses related to of the material, human and IT resources incurred by PGI holding with the aim of promoting exchange and development and providing assistance to the different Group companies. AMEN BANK’s share in the framework of this agreement is set at 0.5% of the latter’s turnover without exceeding the sum of 160 KTND (Excluding tax) per year. The amount of costs for FY 2018 amounted to160 KTND (Excluding tax).

«COMAR»1. AMEN BANK carried out the following agreements and transactions with COMAR:2. COMAR’s total commitments to AMEN BANK amount to 449 KTND.3. Leases under which COMAR occupies three premises of AMEN BANK. The income from these properties for 2018 amounts to 14 KTND (Excluding tax).Various insurance policies detailed as follows:

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• Car, multi-warranty, theft, computer hardware and electronic payment insurance policies for an overall annual premium of 1,131 KTND in FY 2018;• Health, disability and death insurance policies for its staff. In FY 2018, the total amount of contributions paid to COMAR amounts to 3,055 KTND (Excluding tax).

« PARENIN »PARENIN’s total commitments to AMEN BANK amounted to 104 983 KTND

« ENNAKL»• In FY 2018, AMEN BANK divested its entire stake in Ennakl to the following companies:• “Heavy” with 2 406 522 generating a capital loss of 7 KTND;• “Amen Finance Company” for 486,000 shares with a loss of 1.5 KTND.ENNAKL’s total commitments with AMEN BANK amounted to 96 808 KTND.

« HORCHANI FINANCE »HORCHANI FINANCE’s total commitments to AMEN BANK amount to 12,000 KTND.

« Amen Santé »During 2018, AMEN BANK participated in the capital increase of the company «Amen Santé» in which it holds 16% by the subscription to 110 496 shares at 10 dinars each.

« Clinique El Amen Bizerte »The total commitments of “Clinique El Amen Bizerte” with AMEN BANK amounted to KTND 20,799 as of 31.12.2018. During 2018, AMEN BANK sold 239,990 shares of its stake in “Clinique El Amen Bizerte” to Amen Santé at par value.

As of 31.12.2018, the percentage holding in the capital of “Clinique El Amen Bizerte” amounted to 13.18%.

« Clinique El Amen Nabeul »As of 31.12.2018, the total commitments of “Clinique El Amen Nabeul” with AMEN BANK amounted to 18 289 KTND.

« Amen Project SICAF »During 2018,, the capital of «Amen Project SICAF» was reduced from KTND 8,500 to KTND 500 by reducing the nominal value of the share from 45 dinars to 2.5 dinars.

«SICAR Amen»1. The bank implemented with SICAR Amen where it holds 88.20% of the capital the following agreements and transactions:2. Twenty-one (21) fund management agreements for an outstanding amount of KTN 405,208. The management fee for 2018 amounting to 1,858

KTND (Excluding tax) was calculated on the basis of an annual rate of 0.5% of managed amounts net of any provisions to be set up in respect of the use of the funds (amendment 16/08/2018).

• Pursuant to a management agreement dated June 18, 1999, “AMEN BANK” is responsible for the financial, administrative and commercial management of the company “SICAR Amen”. In exchange for these services, the bank receives the following remuneration:

• A fixed annual fee of 50 KTND excluding taxes; • A fixed commission of 500 dinars excluding taxes per participation file submitted to the Board of Directors. This commission is raised to 4 KTND excluding taxes (2007 amendment) if the file is transmitted for effective release;

• An incentive representing 7% excluding taxes of the capital gain realized on the portfolio.The remuneration for FY 2018 amounts to 93 KTND (Excluding tax).

«Tunisie Leasing & Factoring»1. The bank conducted with Tunisie Leasing & Factoring where it holds 32.48% of the capital the following transactions:2. Overall commitments of Tunisie Leasing & Factoring with AMEN BANK amount to 84,181 KTND.3. Tunisie Leasing & Factoring leases from AMEN BANK commercial facilities in Houmet Souk for an amount of 15 KTND (Excluding tax) for FY 2018.Outstanding bank loans granted by AMEN BANK to Tunisie Leasing recorded an outstanding amount of KTND 10,062; This amount, considered as a loan, is payable over a period of five years

«Le recouvrement»On January 1, 2007, the bank entered into an accounting and tax management agreement with the company “Le Recouvrement” where it holds 99.88% of the capital. Under this agreement, “AMEN BANK” is responsible for bookkeeping, financial statements, consolidation packages and the preparation of tax returns of Le Recouvrement. In exchange for its services, the bank receives an annual remuneration of 1,500 dinars (Excluding tax).During 2018, “AMEN BANK” proceeded to the assignment of receivables for the benefit of the company “Le Recouvrement”, totaling 54,923 KTND and fully covered by provisions and reserved bank charges, i.e. one dinar per receivable. This transaction had no effect on the year earnings.

«Tunisys»1. The bank carried out with Tunisys, in which it holds 20.00% of the capital, the following transactions:2. Tunisys took a loan from AMEN BANK. The outstanding credit amounted to 3,436 KTND.2 as of 31 December 2018.3. AMEN BANK conducted operations of acquisitions, servicing and maintenance of computer equipment during the FY 2018, amounting to 986

KTND.During 2018, AMEN BANK sold 14,769 shares of its stake in “Tunisys”, distributed as follows:• 7,385 shares to COMAR with a capital gain of 109 KTND• 7,384 shares to PGI Holding with a capital gain of 109 KTND.

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« Hayett »As of 31.12.2018, overall commitments of « Hayett » with AMEN BANK amounted to 3 KTND.

« MAGHREB LEASING D’ALGERIE »As of 31.12.2018, overall commitments of « MAGHREB LEASING D’ALGERIE » with AMEN BANK amounted to 10,090 KTND.

«EL IMRANE»As of 31.12.2018, overall commitments of EL IMRANE, where AMEN BANK holds 20%, of the capital amounted to 13,152 KTND.

«Amen Capital»Amen Capital entered into a lease agreement with AMEN BANK pursuant to which it leases AMEN BANK’s administrative premises located at Tower C of the AMEN BANK building, avenue Mohamed V 1002 Tunis. The rent amounted to 53 KTND (Excluding tax) for FY 2018.

«Amen Invest»Amen Invest entered into a lease agreement with AMEN BANK pursuant to which it leases AMEN BANK’s administrative premises located at Tower C of the AMEN BANK building, avenue Mohamed V 1002 Tunis. The rent amounted to 118 KTND (Excluding tax) for FY 2018.

“SOGEREC”:1. The bank conducted with SOGEREC, where it holds 99.97% of the capital, the following transactions2. As of January 1, 2016, the bank concluded a contract with SOGEREC under which AMEN BANK leases to SOGEREC a 10-room office located on

the second floor of tower C of the AMEN BANK building, Avenue Mohamed 5,, plus SOGEREC’s share of the operating and maintenance costs of the rented premises, which is set at 11 KTND per year (Excluding tax) with an annual increase of 5% starting from the second year of lease i.e. 01 January 2017. Thus, the total revenue collected and recognized for FY 2018 amounts to 65 KTND.

SOGEREC has concluded during 2017 for a period to be determined, an agreement to make two of its employees available to AMEN BANK. Thus, the annual expense for FY 2018 is 52 KTND (Excluding tax).

SICAVs:Pursuant to the custodian agreements with SICAV Amen Première and SICAV Amen, AMEN BANK’s remuneration for FY 2018 is as follows:

SICAV AMEN AMEN PREMIÈRE SICAV

Net asset as of 31/12/2018 in KTND 58 373 127 391

Custody fee

Rate 0,07% tax incl of net asset 0,07% tax incl of net asset

Minimum 7 080 TND tax incl. 7 080 TND tax incl.

Max 29 500 TND tax incl. 29 500 TND tax incl.

Received amount per year 25 000 DT HT 25 000 DT HT

Distribution fee Rate 0,59% tax incl of net asset 0,59% tax incl of net asset

Received amount per year 356 129 TND excl. tax 658 347 TND excl. tax

Note 8-2. Events after the balance sheet closing date

No significant event has occurred after 31/12/2018.

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F I N A N C I A L INFORMATION ON AMEN GROUP INSTITUTIONS

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FINANCIAL INFORMATION ON AMEN GROUP INSTITUTIONSAmen Group is made up of more than fifty companies operating in various areas broken down into five major poles: Agri-food and hotel industry; Banking; Insurance and Healthcare; Commerce, Equipment and Transportation; and Specialized Financial Services.All different poles operate under the control of the mother company: PGI-HOLDING.

AMEN GROUP FINANCIAL INSTITUTIONSMore than 20 financial institutions are part of AMEN Group.

RETAIL BANKING

AMEN BANKFounded in 1971, AMEN BANK is a public limited company with share capital of 132,405,000 dinars, 61.38% of which is owned by AMEN Group. Its corporate purpose is the exercise of the banking profession and in particular mobilizing savings and granting of credits.

FUNDING AND INVESTMENT INSTITUTIONS

SICAR AMENSICAR AMEN is a venture capital investment company founded in 1999; its current share capital is 2.5 million dinars. Its purpose is to acquire an interest, for its own account or on behalf of third parties, for the purpose of retrocession. Its action aims to strengthen the capital of companies, particularly those located in regional development zones, companies that make investments in the field of agricultural development, as well as fully exporting companies.

As of December 31, 2018, it manages 41 Funds totaling an investment of 423 million dinars. It generated a turnover of 2.4 million dinars and a net profit of 2 million dinars.

TUNINVEST INTERNATIONAL SICARTuninvest International Sicar is a venture capital investment company, created in 1998, governed by Law 95-87 and subsequent texts. It operates exclusively through its capital in Tunisian companies not listed on the stock market, with equity or quasi-equity by acquisition of shares, equity securities and bonds convertible into shares.

Tuninvest International Sicar is currently in the disinvestment phase. It reduced its capital from 10 million dinars to 5 thousand dinars, following several refunds to the shareholders, which in total recovered between dividends and repayment of capital, 196.8% of the amounts invested. At the end of 2018, its total balance sheet stands at 872 thousand dinars and its income statement shows a loss of 6 thousand dinars.

TUNINVEST INNOVATIONS SICARTuninvest Innovations Sicar is a venture capital investment company, created in January 2002 and governed by Law 95-87 and subsequent texts. It invests in equity in innovative sectors or related to information and communications technology, including telecom infrastructure, IT equipment, software development and distribution, integration and information systems consulting as well as the field of life sciences. Tuninvest Innovations Sicar has entered the disinvestment phase. Its share capital has been reduced from 5.5 to 0.5 million dinars.

In 2018 its total balance sheet amounts to 1 million dinars and its net profit is 17 thousand dinars. The total funds returned to shareholders in the form of dividends and capital reduction amounted to 19.8 million dinars, representing 275% of invested amounts.

AMEN PROJECT SICAF

Created in 1993, AMEN PROJECT had the form of a closed-end investment company. In 2018 it was transformed into a public limited company, whose purpose is equity management. The company has a capital of 200,000 dinars and has to its credit 3 equities. At the end of 2018, the total gross outstanding amount of the investment portfolio amounted to 461,300 dinars and the net profit reached 44,484 dinars.

SECURITIES AND ASSET MANAGEMENT

AMEN INVESTAs an authorized intermediary, AMEN INVEST specializes in the securities business and financial market activities. In terms of savings management, AMEN INVEST offers standardized capital valuation and / or tax relief products and tailor-made financial solutions. Its range of savings products covers all the needs of customers’ financial investments in the financial market. At the level of services to issuing companies, AMEN INVEST proposes a global solution, which goes from the study of the financial package, to the establishment of the Business Plan until the raising of the necessary funds and the placement of the newly issued securities on the stock market.

In 2018, AMEN INVEST achieved a turnover of 1.8 million dinars with a total balance sheet of 15.8 million dinars and a income of 60 thousand dinars.

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SICAV AMENSICAV AMEN is an investment company with variable mixed capital. Created in June 1992, its purpose is the constitution and management of a securities portfolio. Its manager is AMEN INVEST and its custodian is AMEN BANK.

Its net assets amounted to 57.8 million dinars at the end of 2018. They are composed of government bonds (53.55%)and corporate bonds (35.28% ). The remaining 11.17% is invested in money market products. The return earned by SICAV AMEN in 2018 amounted to 3.97% net of tax.

On 20/02/2018, SICAV AMEN obtained CMF approval to change its category from mixed SICAV to bond SICAV.

AMEN PREMIERE SICAVCreated in 1994, AMEN PREMIÈRE SICAV is an investment company with variable capital of bond type. Its purpose is the constitution and management of a portfolio of securities.. Its manager is AMEN INVEST and its custodian is AMEN BANK.

At the end of 2018, its net assets amounted to 108.9 million dinars. The yield realized during the year 2018, taking into account the variation in its net asset value and a distributed dividend of 5 dinars, amounts to 3.79%.

AMEN CAPITALAMEN CAPITAL is a fund management company created in 2010, regulated by Law 2008-78 and endowed with a capital of 588,230 thousand dinars. 51 % of its share capital is held by AMEN BANK, 34% by other companies of AMEN Holding, and 15% by the Caisse de Dépôts et de Consignation (CDC). AMEN CAPITAL’s corporate object is the management of venture capital mutual investment funds, seed capital funds and discretionary asset management of SICAR and SICAF-type investment companies. AMEN Capital has two lines of business: investment capital providing equities to start-ups and growing companies via its funds under management, and financial advisory services via its subsidiary AMEN CORPORATE FINANCE founded in late 2013.

At the end of 2018, assets under management by AMEN CAPITAL amounted to 71 million dinars and its net profit reached 333 thousand dinars.

INSURANCE

COMARCOMAR has established itself as the leading private insurer in Tunisia, thanks in particular to its range of high-performance insurance products targeting individuals, professionals and businesses, the quality of its distribution network and its technical and financial rigorous management.

COMAR ASSURANCES managed to obtain the best indicators of solidity and solvency with a coverage rate of 114.44% for its customer commitments and a minimum solvency margin ratio of 544.64%.

2017 was marked by the launch of COMAR’s new subsidiary in Côte d’Ivoire. This is an important step in the international development of COMAR ASSURANCE’s business, already initiated by strong partnerships with major insurers around the world, including AXA Insurance (represented in 64 countries around the world) and Globus (45 countries in Africa).

In 2018, COMAR achieved a turnover of 188.1 million dinars, and a net profit of 27.2 million dinars.

HAYETTRelying on rigorous and innovative management techniques, HAYET successfully consolidated its leading position in the Tunisian life insurance market. To meet the customers’ growing needs, HAYETT has always invested in the development of new products and the continuous training of its distribution network.

In 2018, Hayett achieved good performance, guaranteeing solidity and solvency, with a turnover of 44.6 million dinars, a net profit of 4.7 million dinars and above all a coverage rate of 100.55% of its customer commitments and a minimum solvency margin ratio of 195.54%.

SPECIALIZED ACTIVITIES

TUNISIE LEASINGSet up in 1984, TUNISIE LEASING is the first leasing company in Tunisia. It leads a group of leasing, factoring and long-term rental companies in Tunisia, in Algeria and in Sub-Saharan Africa. TUNISIE LEASING is the market leader in Tunisia with 22.7% of market shares; the Group has also settled since 2006 in Algeria through its subsidiary MAGHREB LEASING ALGERIE (MLA). In 2015, TUNISIE LEASING, in association with its reference shareholder Amen bank and their partners PROPARCO and RESPONABILITY finalized a transaction concerning the majority acquisition of the company ALIOS FINANCE S.A. Holding with majority participations in several leasing companies operating in 9 countries of Sub-Saharan Africa. Factoring activity started in 1996 with a 45% market share in 2018. Tunisie Leasing and Factoring was also the first to launch long-term leasing through its captive subsidiary Tunisie LLD. In addition, Tunisie Leasing and Factoring has developed the intermediation activities on the stock market (Tunisie Valeurs) and private equity (Tuninvest Sicar, Tunisia Sicar, Tuninvest International Sicar, Tuninvest Innovations Sicar and FCPR Croissance). Tunisia Leasing and Factoring has been listed on the Tunis Stock Exchange since 1992. In 2018, its consolidated shareholders’ equity including minority interests amounts to 369 million dinars and its consolidated net profit group share is of 12.9 million dinars increasing hence by 8% compared to the previous year.

MAGHREB LEASING ALGERIEMaghreb Leasing Algerie is a leasing financial institution created on January 15, 2006 in the form of a joint stock company under Algerian law. Its current capital amounts to the equivalent of 89 million Tunisian dinars; it is held up to 72.6% by AMEN group, 53.9% by Amen Bank and 18.7% by Tunisie Leasing. The remainder is held by international financial institutions (IFC, PROPARCO, FMO…).

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According to the IFRS certified financial statements as of 31/12/2018, leasing production reached the equivalent of 84 million Tunisian dinars. The Net Leasing Product stands at around 51 million Tunisian dinars and the IFRS net profit reached the equivalent of 23 million Tunisian dinars, representing a return on equity of 26%.

TLG FINANCETLG Finance SAS – France is a holding company registered under the French Law, founded in September 2014 with a current capital of 21.877 million Euros. It was founded to acquire 59.34% of the business capital of ALIOS France SA, which holds majority shares in several financing institutions mainly specialized in leasing activities, consumption credits, equipment credits and long-term leases. These companies work in 9 Sub-Saharan countries i.e. Ivory Coast, Senegal, Burkina Faso, Mali, Gabon, Cameroon, Zambia, Kenya and Tanzania.

As of December 31, 2018, total consolidated shareholders’ equity amounted to € 20,549,113 with a consolidated overall loss of € 9,229,000.

LE RECOUVREMENTLe Recouvrement was created in April 2001 with a capital of 300 thousand dinars. Its purpose is the purchase of receivables for its own account as well as the recovery of claims on behalf of third parties, pursuant to Law 98-4 of 2/2/1998 as amended by the subsequent texts and in particular Law n ° 2003-42 of 9/6/2003. In 2018, it achieved a net profit of 904,081 dinars.

SOGEREC

SOGEREC, (Société la Générale de Recouvrement et de Réalisation de Créances) was created in 2009 to support AMEN BANK’s efforts to collect debts and assist local companies in the recovery of their debts.

At the end of 2018, its turnover amounted to 1.445 million dinarswith a net profit of 520 thousand dinars.

OTHER AMEN SHAREHOLDING

AMEN SANTEAmen Santé was created in 2009. Its present business capital is of 62.16 million dinars. Its mission is the management of clinics owned by Amen Holding and their compliance with international standards. It also ensures the best quality of healthcare and proper cost control. The International Finance Corporation (IFC), subsidy of the World Bank Group has been shareholder in Amen Santé since 2011. As of December 31, it holds 7% of the shares in Amen Santé.Amen Bank’s healthcare pole is made up of 6 operating clinics located in Mutuelleville, la Marsa, Gafsa, Beja, Bizerte and Nabeul. At the end of 2018, the consolidated turnover of Amen Santé totaled up 47.4 million dinars.

CLINIQUE EL AMEN NABEULIt is a multidisciplinary clinic located in Nabeul with a capital of 16 million dinars. Part of the group AMEN, it started its activity in the fourth quarter of 2017. It has a capacity of 104 beds extensible to 121 beds and a high-performance technical platform. At the end of 2018, it generated a turnover of 6.1 million dinars.

CLINIQUE EL AMEN BIZERTEIt is a multidisciplinary clinic located in Bizerte with a capital of 16.2 million dinars.. Part of the group AMEN, it started its activity in the fourth quarter of 2017. It has a capacity of 102 beds extensible to 143 beds and a high-performance technical platform. At the end of 2018, it generated a turnover of 4.9 million dinars.

EL IMRANEEL IMRANE was founded in 1984 as a public limited company and its business capital today amounts to 7 million dinars. The company has implemented several real estate projects located in well selected areas including Soukra, El Menzah 1 and Berges du Lac. As of December 31,2018, the company’s turnover amounted to 12.2 million dinars with a net profit of 2.2 million dinars.

TUNISYSIt is specialized in the integration of high added value solutions in IT, e-payment and telecommunications solutions. Its financial situation as of December 31, 2018 shows a turnover of 6.6 million dinars versus 7.09 million dinars as of December 31, 2017. The fiscal year ended with a positive balance of 433,000 dinars versus 882,000 dinars in 2016.

KAWARISKAWARIS is an agricultural development company (SMVDA) created in 1993. Its business capital amounts to 3.3 million dinars, 29.4 % of which are held by Amen Bank.

During the 2017-2018 harvesting campaign, it realized a turnover of 3.4 million dinars and net profits amounting to 1.2 million dinars versus respectively 2.4 million dinars in turnover and 158,000 dinar in profits the previous year.

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RE SOLU T IONS

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RESOLUTIONSFirst ResolutionAfter hearing the reports of the Supervisory Board and the Board of Directors on the 2018 financial year and reading the General and Special reports of the Statutory Auditors relating to the 2018 financial year, the Ordinary General Meeting approves the reports of the Supervisory Board and the Board of Directors as well as the financial statements as of 31 December 2018 as presented to it.

The Ordinary General Meeting accordingly gives full and definitive discharge to the Board of Directors and the Supervisory Board for the management of the fiscal year ended 31 December 2018.

The resolution was put to vote and adopted unanimously.

Second ResolutionThe Ordinary General Meeting, having heard the special report of the Statutory Auditors, drawn up in accordance with the provisions of article 200 and following and article 475 of the code of commercial companies and articles 43 and 62 of the law 2016-48 approves the agreements as presented to it.

The resolution was put to vote and adopted unanimously.

Third ResolutionThe Ordinary General Meeting, having heard the report of the Statutory Auditors, approves the consolidated financial statements of Amen Bank Group as of 31 December 2018.

The resolution was put to vote and adopted unanimously.

Fourth ResolutionThe Ordinary General Meeting decides to allocate the FY 2018 profits as follows:

ALLOCATION OF FY 2018 PROFITS

NET FY PROFIT 119 970 328,265

New deferment 5 350,344

Available special reinvestment reserve -

AMOUNT TO BE DISTRIBUTED 119 975 678,609

Legal reserves -

Special reinvestment reserve 79 900 000,000

Social fund 3 300 000,000

Retirement fund 1 000 000,000

Dividends: 27% 35 749 350,000

NEW DEFERMENT 26 328,609

As a result, the dividend per share is fixed at 1,350 dinars per share, i.e. 27% of the par value of the shares.

The Ordinary General Meeting decides to set the dividend payment date for May 23, 2019.

The resolution was put to vote and adopted unanimously.

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Fifth ResolutionThe Ordinary General Meeting authorizes the issue of loans in the form of bonds or other for an amount not exceeding 300 million dinars.It delegates to the Board of Directors the necessary powers to fix the successive amounts, the practical terms and conditions of the above issuance. This authorization is valid until the date of the Ordinary General Meeting approving the 2019 financial year.

The resolution was put to vote and adopted unanimously.

Sixth ResolutionThe Ordinary General Meeting sets the amount of attendance fees for the year 2019 at two hundred and twenty thousand dinars (220,000 dinars).

The resolution was put to vote and adopted unanimously.

Seventh ResolutionThe Ordinary General Meeting sets the remuneration in attendance fees of the members of the various committees for the year 2019, at a total amount of one hundred thousand dinars (100,000 dinars).

The resolution was put to vote and adopted unanimously.

Eighth ResolutionIn accordance with the provisions of Article 243 of the Commercial Companies Code and Article 20 of the statutes, the Ordinary General Meeting ratifies the appointment of Mrs. Salma Babbou as a member of the Supervisory Board of the Bank, and Mr. Rachid Tmar as an independent member of the Supervisory Board of the bank for a term expiring on the date of the Ordinary General Meeting which will is due to approve the financial year 2020.

The resolution was put to vote and adopted unanimously.

Ninth ResolutionAs the mandate of the auditors, FMBZ – KPMG Tunisia, represented by Mr. Moncef Boussannouga-Zammouri expires, the Ordinary General Meeting decides to renew its mandate for a three year term at the same conditions. This mandate will end at the General Meeting that will examine FY 2021.

The resolution was put to vote and adopted unanimously.

Tenth ResolutionThe Ordinary General Assembly takes note of the responsibilities and functions held by the Chair and members of the Supervisory Board as well as that of the Chair and members of the Board of Directors in other companies as managers, associates, CEOs, General Managers, members of boards of directors or of boards of trustees, in compliance with provisions of articles 233 and 241 of the new Code of Commercial Companies.

The resolution was put to vote and adopted unanimously.

Eleventh ResolutionThe Ordinary General Assembly assigns the Chair of the Board of Directors or any other person appointed by the latter, all powers to undertake deposits and to fill in formal procedures, legal or other documents.

The resolution was put to vote and adopted unanimously.

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A D D I T I O N A LINFORMATION

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Capital Distribution

STRUCTURE OF AMEN BANK’S CAPITAL as of 31/12/2018

SHAREHOLDERS NUMBER OF SHARES NOMINAL AMOUNT IN DINARS 5D IN %

A) TUNISIAN SHAREHOLDERS 26 310 031 131 550 155,000 99.35%

PRIVATE LEGAL ENTITIES 22 262 923 111 314 615,000 84.07%

STE ASSURANCE COMAR 8 105 702 40 528 510,000 30.61%

STE P.G.I.HOLDING 5 867 310 29 336 550,000 22.16%

STE HORCHANI FINANCE 1 442 204 7 211 020,000 5.45%

STE EKUITY CAPITAL 1 324 070 6 620 350,000 5.00%

STE PARENIN 1 234 632 6 173 160,000 4.66%

STE ENNAKL AUTOMOBILES 1 200 000 6 000 000,000 4.53%

STE SICOF 789 466 3 947 330,000 2.98%

STE EL HANA 569 690 2 848 450,000 2.15%

STE EL HADAYEK 412 130 2 060 650,000 1.56%

STE PARTNER INVESTMENT 26 260 131 300,000 0.10%

STE MEUBLATEX 404 647 2 023 235,000 1.53%

STE S I H EL MOURADI 50 479 252 395,000 0.19%

STE MENINX HOLDING 385 825 1 929 125,000 1.46%

STE LE PNEU 137 629 688 145,000 0.52%

OTHER LEGAL ENTITIES 312 879 1 564 395,000 1.18%

INDIVIDUALS 4 047 108 20 235 540,000 15.28%

BEN YEDDER RACHID 819 997 4 099 985,000 3.10%

BEN YEDDER MALEK 165 881 829 405,000 0.63%

BEN YEDDER AMEL 117 467 587 335,000 0.44%

BEN GAIED LASSAAD 315 479 1 577 395,000 1.19%

BEN GAIED SONIA 123 364 616 820,000 0.47%

BEN GAIED RIDHA 103 580 517 900,000 0.39%

BEN GAIED MOUHIBA 98 949 494 745,000 0.37%

BEN GAIED MAHBOUBA 51 208 256 040,000 0.19%

BEN GAIED ADEL 34 518 172 590,000 0.13%

MZABI MZOUGHI 251 923 1 259 615,000 0.95%

DRISS MOHAMED SADOK 143 301 716 505,000 0.54%

KHALFAT AMOR 108 334 541 670,000 0.41%

OTHER INDIVIDUALS 1 713 107 8 565 535,000 6.47%

B) FOREIGN SHAREHOLDERS 170 969 854 845,000 0.65%

RESIDENT FOREIGN SHAREHOLDERS 1 415 7 075,000 0.01%

NON RESIDENT FOREIGN SHAREHOLDERS 169 554 847 770,000 0.64%

TOTAL GENERAL 26 481 000 132 405 000,000 100.00%

RAPPORT ANNUEL AMEN BANK 2018 • 143

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Distribution of voting rightsArticle 35: «Every member of the General Assembly shall have as many votes as the number of shares he/she owns or represents ».

Condition for access to the Ordinary General

MeetingArticle 38: «The Ordinary General Assembly is made up of holders of 10 shares or more released of all required disbursements. Nevertheless, in order to enjoy the meeting right, shareholders holding less than ten shares must submit their request at the headquarters five days at least before the Assembly meeting».

Applicable rules for appointing and replacing

members of the Supervisory BoardArticle 17 a: Supervisory BoardThe Supervisory Board includes at least three members and at most twelve members, chosen from natural or legal entities who are shareholders, appointed by the Ordinary General Assembly.

Natural entities appointed in the Supervisory Board shall assign permanent representatives who will be subject to the same conditions and obligations as if they were members of the Board in their own name.

Article 20: Vacancy of a member position in the Supervisory Board In the case of vacancy in the position of a member of the Board of Trustees, further to death, physical incapacity, resignation or the emergence of a legal illegibility, the Board may make temporary nominations between two general assemblies.

The nomination conducted according to the previous paragraph must be ratified at the following Ordinary General Assembly; if approbation is not granted, deliberations and decisions made by the Board shall be as valid.When the number of the members of the Supervisory Board is less than the legal minimum number, the Board of Directors must immediately call for an Ordinary General Assembly in order to compensate the lack in the number of members.

If the Supervisory Board omits to make required nominations or if the Assembly is not invited to comply with provisions of the previous paragraph, any concerned party may resort to justice to appoint a proxy in charge of calling for a General Assembly in order to perform required nominations or to ratify nominations mentioned in the first paragraph of this article.

Other informationLegal Name: AMEN BANKLegal Form: Common Law Limited companyNationality: TunisianHeadquarters: Avenue Mohamed V - 1002 Tunis Telephone: 216.71.148.000Fax: 216.71.833.517Telex: 18801/18800Swift: CFCTTNTXXXE-mail: [email protected]: www.amenbank.com.tn Internet Banking Site: www.amennet.com.tn Constitution Date: 1967Duration: 99 years unless early dissolution or

extension.Trade Register: B 176041996Fiscal Code: 000 M A 00221/MBusiness Capital: 132.405.000 de dinars divided in 26481000

shares, with a nominal of 5 dinars each held at 0.64 % by foreign shareholders.

Corporate Goal: All banking, discount, credit, exchange or stock market commission transactions, all subscriptions and commissions, purchases, sales, exchange and investment of government securities, shares, bonds and any other securities, collection of receivables on behalf of third parties and in general all financial, commercial, industrial, movable or immovable transactions directly or indirectly relating to the banking profession.

Fiscal Year: January 1st to December 31st of the same year.

Fiscal System: Common Law.Specific Applicable Legislation: Law n° n°2016 – 48 dated July 11th, 2016.Document Consultation Site : AMEN BANK, Avenue Mohamed V –

1002 Tunis.Manager in charge of information, relations with shareholders, bond holders, CMF, BVMT and Tunisie Clearing: Mr. Néji GHANDRI, Member of the Board of Directors

Page 145: ANNUAL REPORT 2018 - AMEN BANK

BRANCH TELEPHONEZone Tunis I (71) 148 000

Lafayette* (71) 783 120

Kheiredine Pacha* (71) 906 657

Mohamed V* (71) 148 055

Mandela* (71) 148 043

Montplaisir* (71) 904 686

Zone Tunis II (71) 148 000

Place Pasteur* (71) 849 785

Les Olympiades* (71) 808 668

Les Berges du Lac 2* (71) 961 782

La Charguia 2* (71) 942 517

Les Berges du Lac* (71) 965 303

La Charguia* (71) 205 159

Alain Savary* (71) 770 255

La Soukra* (70) 680 813

Centre Urbain Nord* (70) 728 470

Les Jardins du Lac* (71) 197 022Dar Fadhal* (71) 758 055Les Pins - Berges du Lac II* (71) 267 557

Avenue des Etats-Unis* (71) 846 161

Lac Mall* (71) 669 383

Cité Jardins* (71) 893 173

Ain Zaghouan* (70) 855 430

Zone Tunis III (71) 148 000

El Menzeh VI* (71) 767 022

Ariana* (71) 715 903

El Menzah I* (71) 752 582

El Manar* (71) 886 190

Docteur Burnet* (71) 792 729

Ariana Center* (71) 709 099

El Manar II (Campus)* (71) 885 200

Les Jardins d’El Menzah* (71) 887 711

Ennasr II* (71) 828 700

Ennasr* (71) 818 374

Carnoy* (71) 238 941

Les Jardins d’El Menzah II* (70) 733 557

El Menzah VII* (70) 813 301

Zone Tunis IV (71) 148 000

Ben Arous* (71) 384 122

Hammam-Lif* (79) 219 043

Boumhal* (71) 291 610

Radès* (71) 442 700

Megrine* (71) 428 317

El Mghira* (79) 408 422

El Mourouj* (71) 364 999

Soliman* (72) 392 730

Radès Port* (71) 449 700

Ezzahra* (79) 486 594

Borj Cedria* (79) 326 250

El Mourouj IV* (71) 475 767

Mornag* (71) 361 164

Nouvelle Medina* (71) 315 155

BRANCH NETWORK BRANCH TELEPHONEZone Tunis V (71) 148 000

Place Barcelone* (71) 324 267

Bab El Alouj* (71) 565 602

El Omrane* (71) 897 106

Le Passage* (71) 348 422

Bab El Khadhra* (71) 561 253

Montfleury* (71) 392 966

Souk Ettrouk* (71) 562 283

Taieb M’hiri* (71) 892 297

Bab Souika* (71) 567 773

Bab Jedid* (71) 571 638

Bouchoucha* (71) 566 520

Zone Tunis VI (71) 148 000

Place 14 janvier 2011* (71) 336 106

Les Jardins de la Soukra* (70) 938 500

La Marsa* (71) 748 492

Le Kram* (71) 730 253Sidi Bou Said* (71) 980 012

La Marsa Corniche* (71) 983 150

Carthage* (71) 277 800

L’Aouina* (70) 737 535

Gammarth* (71) 917 362

La Goulette* (71) 736 505

Soukra II* (71) 865 555

Les Jardins de Carthage* (71) 266 050

Le Kram Ouest* (71) 978 940

La Marsa Saada* (71) 983 606

Zone Tunis VII (71) 148 000

Avenue de France* (71) 340 511

Raoued* (71) 858 470

Le Bardo* (71) 220 500

Ettahrir* (71) 505 416

La Manouba* (70) 615 148

Sidi H’sine Sijoumi* (71) 935 766

Riadh El Andalous* (70) 823 730

Den Den* (71) 608 700

Ettadhamen* (70) 564 490

El Agba* (71) 646 111

Borj Louzir* (70) 698 170

M’nihla* (70) 564 921

Zone Nord (71) 148 000

Bizerte* (72) 431 668

Béja* (78) 450 020

Sidi Thabet* (70) 553 702

Jedeida* (71) 638 510

Kalaat El Andalous* (71) 558 104

Zaghouan* (72) 681 002

Menzel Bourguiba* (72) 518 610

Jendouba* (78) 610 000

Mornaguia* (71) 550 420

Le Kef* (78) 205 736

Douar Hicher* (71) 620 770

BRANCH TELEPHONEZone Cap Bon (72) 271 666

Nabeul* (72) 286 000

Kelibia* (72) 296 372

Beni Khiar* (72) 229 015

Hammamet* (72) 281 215

Grombalia* (72) 255 978

Korba* (72) 388 855

Dar Chaabène* (72) 320 020

Menzel Temime* (72) 300 451

Hammamet Marina* (72) 241 855Hammamet La Medina* (72) 241 400

M’rezga* (72) 322 225

Menzel Bouzelfa* (72) 254 111

Zone Sousse (73) 271 945

Sousse Port* (73) 224 029

Hammam-Sousse* (73) 360 800

Sousse Senghor* (73) 211 050

M’saken* (73) 291 121

Sousse Khezama* (73) 272 072

Sousse Erriadh* (73) 303 956

Sousse Medina* (73) 201 221

Sidi Abdelhamid* (73) 321 338

Sahloul* (73) 822 992

Kalaa Kebira* (73) 317 777

Sousse Bouhsina* (73) 233 577

Zone Sahel (73) 682 653

Ksar Helal* (73) 451 053

Monastir* (73) 462 789

Mahdia* (73) 692 241

Moknine* (73) 435 434

Jammel* (73) 484 310

El Jem* (73) 633 699

Sahline* (73) 528 125

Ksour Essaf* (73) 621 333

Mahdia Diar El Bahr* (73) 682 664

Zone Sfax (74) 297 314

Sfax Chaker* (74) 220 138

Sfax Medina* (74) 211 944

Sfax Gremda* (74) 455 200

Sfax El Jedida* (74) 408 189

Sfax Ariana* (74) 443 875

Sfax Poudrière* (74) 286 060

Menzel Chaker* (74) 285 292

Sfax Thyna* (74) 463 222

Sfax Ceinture* (74) 625 232

Sfax Aéroport* (74) 460 705

Sfax Chihia* (74) 850 132

Sfax El Ain* (74) 655 637

Sfax Nasria* (74) 418 152

Sakiet Eddaier* (74) 890 176

Sfax Lafrane* (74) 611 687

Sakiet Ezzit* (74) 250 185

BRANCH TELEPHONEZone Centre (77) 232 640

Sidi Bouzid* (76) 630 320

Kairouan* (77) 232 860

Kebili* (75) 494 395

Kasserine* (77) 472 800

Gafsa* (76) 228 432

Siliana* (78) 872 972

Tozeur* (76) 460 456

Enfidha* (73) 381 950

Sbeitla* (77) 467 691

Zone Sud (75) 277 100

Jerba H. Souk* (75) 652 666Gabès Jara* (75) 276 066

Mareth* (75) 321 300

Jerba Midoun* (75) 730 666

Medenine* (75) 640 879

Zarzis* (75) 694 850

Jerba Ajim* (75) 661 666

Jerba El May* (75) 676 243

Tataouine* (75) 862 065

Ghannouch* (75) 225 164

Gabès Sud* (75) 292 988

(*) Ces agences sont équipées de Distributeurs Automatiques de Billets

DAB hors agences : Star Oil kiosque El Manar, Hôtel Mövenpick Gammarth, Centre commercial ABC Berges du Lac, Hôtel Africa Tunis, Aéroport Enfidha, Ezzahra – Siège Poulina, Hôtel Odyssée Zarzis, Hôtel Molka Gammarth, Carthage Land Hammamet Sud, Vincci Helios Beach, Centre Pasino Jerba, Hotel Rym Beach Jerba, Clinique EL AMEN Bizerte, Société Aerolia El Mghira, Port la Goulette, Centre commercial Lac Mall II, Lac LEMAN, HTL Laico, Ecole Américaine et Ecole ESPRIT.

Espaces Libre Service : La Marsa, Tunis (Place 14 janvier) et Sousse Khezama.

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Illustrations : œuvres du peintre Hassen Soufy

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Avenue Mohamed V - 1002 Tunis - TunisieTél.: (+216) 71 148 000 - Fax : (+216) 71 833 517

Centre de Relation Clients : 71 148 888

www.amenbank.com.tn

N° Vert : 80 106 000