E-SOCIETY AND INNOVATION FOR COMPETITIVENESS PROJECT

IBRD LOAN No. 7963-AM

IMPLEMENTED BY FOREIGN FINANCING PROJECTS MANAGEMENT CENTEROF THE MINISTRY OF FINANCE OF THE REPUBLIC OF ARMENIA

SPECIAL PURPOSE FINANCIAL STATEMENTSAND

INDEPENDENT AUDITOR'S REPORT

For the period from January 1, 2016 to December 7, 2016

YEREVANDecember 2016

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E-SOCIETY AND INNOVATION FOR COMPETITIVENESS PROJECT

IBRD LOAN No. 7963-AM

TABLE OF CONTENTS

Page

INDEPENDENT AUDITOR'S REPORT 3-4

SPECIAL PURPOSE FINANCIAL STATEMENTSFor the period from January 1, 2016 to December 7, 2016

Statement of cash receipts and payments 5

Statement of uses of funds by Project activity 7

Notes to the special purpose financial statements 8-16

ANNEX 1. RECONCILIATION BETWEEN THE AMOUNTS SUBMITTED BY THEPROJECT AND DISBURSED BY THE WORLD BANK 17

2

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"SOS-AUDIT" LTD

INDEPENDENT AUDITOR'S REPORT

On the special purpose financial statements ofE-society and innovation for Competitiveness Project

for the period from January 1, 2016 to December 7, 2016

To the Management of the Foreign Financing Projects Management Center (FFPMC)

We have audited the accompanying special purpose financial statements of "E-society and

Innovation for Competitiveness Project" (the Project) financed by IBRD Loan No.7963-AM and

implemented by the FFPMC, which comprise the statement of cash receipts and payments, the

statement of uses of funds by Project activity for the period from January 1, 2016 to December 7,2016 and a summary of significant accounting policies and other explanatory notes.

Management's Responsibility for the Special Purpose Financial Statements

The management of FFPMC is responsible for the preparation and fair presentation of these

special purpose financial statements in accordance with International Public Sector AccountingStandard: Financial Reporting Under the Cash Basis ofAccounting, (IPSAS-Cash Basis) issued

by the International Public Sector Accounting Standards Board (IPSASB) within the

International Federation of Accountants (IFAC), and Financial Management Manual for World

Bank Financed Investment Operations (WB Guidelines), and for such internal control as

management determines is necessary to enable the preparation of special purpose financial

statements that are free from material misstatements, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these special purpose financial statements based on

our audit. We conducted our audit in accordance with International Standards on Auditing

(ISAs) as issued by International Auditing and Assurance Standards Board ([AASB) within the

IFAC. Those standards require that we comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance whether the special purpose financial statements are free

from material misstatement.

An audit involves performing procedures to obtain reasonable audit evidence about the amounts

and disclosures in the special purpose financial statements. The procedures selected depend on

the auditor's judgment including the assessment of the risk of material misstatement of the

special purpose financial statements, whether due to fraud or error. In making those assessments,

the auditor considers internal control relevant to the entity's preparation and fair presentation of

the special purpose financial statement in order to design audit procedures that are appropriate in

the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

entity's internal control.

epnnL Anpi(wra Pbqbtu Uuwub Uunghwgtjw Ubiaunl

99; p.bpLtudi 0037, U. S qpubjwb 38/55; 9bn.' (+37410) 20 11 51; wwwt sosaudit.am; tt-tinun' info@sosaudit am

An Associate of the Crowe Horwath Business Alliance

38155A. Tigranyan, 0037 Yerevan, RA; Tel.: (+37410) 20 11 51; www. sosaudit am; E-mail: info@sosaudit.am

"UOU-UflEITS" U91I

"SOS-AUDIT" LTD

An audit also includes the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by management, as well as evaluating the overall presentation of the

special purpose financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Opinion

In our opinion,1. the special purpose financial statements present fairly in all material respects the cash

receipts and payments of the Project for the period from January 1, 2016 to December 7,2016 in accordance with IPSAS-Cash Basis and World Bank related guidelines;

2. funds have been used in accordance with the conditions of the Loan Agreement No.

7963-AM dated 26 January 2011 between the International Bank for Reconstruction and

Development (IBRD) and the Republic of Armenia, and World Bank related guidelines,with due attention to economy and efficiency, and only for the purposes for which the

financing was provided;

3. supporting documents, records and accounts have been maintained to support claims for

reimbursement of expenditures incurred. Expenditures included in the withdrawal

applications and reimbursed against, including those related to Venture Fund operations,are eligible for financing under the Loan Agreement No. 7963-AM dated 26 January2011;

4. The Designated accounts used have been maintained in accordance with the provision of

the Loan Agreement No. 7963-AM dated 26 January 2011, and World Bank related

guidelines.5. Innovation Matching Grants complied with eligibility criteria, procedures and

requirements set forth in the Grants Operational Manual and other relevant documents.

Emphasis of matters

Without qualifying our opinion we draw your attention to Note 11 of these special purpose

financial statements which disclosed that the Project was completed as at the reporting date.

"SOS-Audit" LLC26 December 20 -k

n Nazik ChitchyanU.3 Auditor

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:I; F.bpliul 0037, U. Sbqpwblwb 38155; 9bn.* (+37410) 20 11 51; www. sosaudit am; t-*inuu info@sosaudit,am

An Associate of the Crowe Horwath Business Alliance

38155 A. Tigranyan, 0037 Yerevan, RA; Tel,: (+37410) 20 11 51; www. sosaudit.am; E-mail: info@sosaudit.am

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NOTES TO THE SPECIAL PURPOSE FINANCIAL STATEMENTS

E-society and innovation for Competitiveness ProjectIBRD Loan No.7963-AMFor the periodfrom January 1, 2016 to December 7. 2016

1. General Information

1.1. The Project

According to the Advance Agreement concluded between the Republic of Armenia andInternational Bank for Reconstruction and Development (IBRD) on 17 May 2010, IBRDprovided the Republic of Armenia Project Preparation Advance P457-AM in an amount not toexceed 3,000,000 United States dollars (USD) for Preparation of E-society and Innovation forCompetitiveness Project.The Loan Agreement for E-society and Innovation for Competitiveness Project IBRD 7963-AM was signed between the Republic of Armenia and International Bank for Reconstructionand Development on 26 January 2011 and became effective on 18 May 2011. IBRD providedthe Republic of Armenia Loan in an amount of 24,000,000 United States dollars (USD).

The closing date of the Project is 30 June 2016.The Grace Period for submitting withdrawal applications for the expenditures incurred beforethe Closing date is four months following the Closing date.

1.2. The Project's objective

The objective of the Project is to:

(a) increase in number of households, businesses and public institutions with secure andaffordable access to broadband, computers and e-services,

(b) increase in size of knowledge-and technology-intensive sector and better access tomarkets, finance, skills and employment in the sector.

The Project consists of the following components.* E-Society Infrastructure Development* Fostering Enterprise Innovation,* Project Management

1.3. Project Budget

The Project is financed from the following sources:- International Bank for Reconstruction and Development (IBRD),- The Government of the Republic of Armenia (GoA).

Taxes are covered through the Government of Armenia (GoA) cofinancing.

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IBRD 7963-AM Govern-PAD ment of the

Updated* RA Totaly USD USD USD USD

1. Goods, works, consultants'services, training, operating costs 5,940,000.00 16,012,947.83 3,469,892.25 19,482,840.08

2. Sub-financing 14,400,000.00 7,500,000.00 740,000.00 8,240,000.00a) Sub-financing under Part

A. I(b)'of the Project (NationwideBroadband Backbone andGovernment Network) 7.500,000.00 - -

b) Sub-financing under Part A. 3 ofthe Project (Computer for All) 3.000,000.00 3,000,000.00 500,000.00 3,500,00000

c) Sub-financing under Part B. 1(a)of the Project (Ideas GenerationGrants and Innovation MatchingGrants) 900,000.00 1,200,000.00 240,000.00 1,440,000.00

d) Sub-financing for Sub-projectsunder Part .1(b) of the Project(Seed and Early Stage Venture Fund) 3,000.000.00 3,000,000.00 - 3,000,000.00

e) Sub-financing for Sub-projectsunder Part B.1 (b)(i) of the Project(Seed and Early Stage Venture Fundmanagementfee) - 300,000.00 - 300,000.003. Consultants' services and Training

under Part B.3(a) (i) of the Project 600,000.00 372,000.00 200,000.00 572,000.00

4. Refund of the Preparation Advance 3,000,000.00 55,052.17 15,507.75 70,559.925. Front-end Fee 60,000.00 60,000.00 - 60,000.00

Total 24,000,000.00 24,000,000.00 4,425,400.00 28,425,400.00

() The budget is presented as reallocated on 3 September 2015.

1.4. Project Implementation

The Project is implemented by E-Governance Infrastructure Implementation Unit CJSC(EGIIU), Enterprise Incubator Foundation (EIF) and Foreign Financing Projects ManagementCenter (FFPMC).

The address of the FFPMC is: I Meliq-Adamyan str., Yerevan, Republic of Armenia.

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2. Summary of significant accounting policies

2.1. Preparation and presentation offinancial statements

The special purpose financial statements are prepared in accordance with the InternationalPublic Sector Accounting Standard (IPSAS): Financial Reporting Under the Cash Basis ofAccounting, issued by the International Public Sector Accounting Standards Board (IPSASB)of International Federation of Accountants (IFAC) and presented in accordance with FinancialManagement Manual for World Bank Financed Investment Operations: RM 3 - FinancialReporting and Auditing (March 2010).

The special purpose project financial statements consist of:

- Statement of cash receipts and payments,- Statement of uses of funds by project activity,- Summary of significant accounting policies and other explanatory notes.

The principal accounting policies applied in the preparation of these special purpose financialstatements are set out below. These policies have been consistently applied to all the periodspresented.

2.2 Cash basis of accounting

Project financing is recognised as a source of project funds when the cash is received. Projectexpenditures are recognised as a use of project funds when the payments are made.

2.3. Reporting currency

The reporting currency of these special purpose financial statements is United States dollars(USD).The contribution of the Government of RA and expenditures made in local currency, ArmenianDram (AMD), are translated into USD based at the exchange rate defined by the Central Bankof the Republic of Armenia (CBA) at the date of the transaction.The effect of exchange rate changes on cash held on local currency is reported as separate lineitem in the statement of cash receipts and payments.

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The average exchange rate at currency market issued by the CBA as at 31 December 2015 is 1USD =483.75 AMDThe average exchange rate at currency market issued by the CBA as at 7 December 2016 is 1USD =482.26 AMD.

2.4. Taxes

Taxes are paid in accordance with the tax regulations of the Republic of Armenia.

2.5. Budget

Expenditure budget is created based on actual accumulated expenditures for the last period plusthe updated procurement plans for the reporting period.

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3. Summary of Summary Reports and SOEs

For the period from January 1, 2016 to December 7, 2016

Disbursement categoriesGoods, Sub- Sub- Sub- Consultants'works, financing financing financing services

With- consultants' part B.1 part B.1 (b) part B.1 anddrawal Withdrawal services, (a) (b) (i) trainings- TotalAppli- Application training and part B3cation value date incremental

number operatingcosts

1 2(c) 2(d.1) 2(e) 3USD USD USD USD USD USD

25DA 16.02.2016 893,927.48 87,171.36 - - - 981,098.84DA2-6 31.03.2016 - - 578,942.99 - - 578,942.99

26DA 01.04.2016 711,764.07 241,564.10 - - - 953,328.1727DA 25.05.2016 882,410.31 42,290.77 - - 70,091.09 994,792.17

28DA 03.06.2016 524,657.80 53,544.19 - 258,985.53 - 837,187.5229DA 17.06.2016 697,899.11 65,665.61 - - 70,091.09 833,655.81DA2-7 27.06.2016 - - 999,957.98 - - 999,957.98DA2-8 28.06.2016 - - 211,476.24 - - 211,476.24

30DA 29.06.2016 667,753.54 18,768.95 - - 70,091.11 756,613.60- 32DA 28.10.2016 1,529,069.79 33,683.45 - - 70,091.11 1,632,844.35

rTotal 5,907,482.10 542,688.43 1,790,377.21 258,985.53 280,364.40 8,779,897.67

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4. Statement of Designated Account

Designated Account

Currency USD USDBank Central Treasury

4 Tigran Mets str., 2-nd floor, Yerevan, 00 10Location Republic of Armenia

Account number 900000903071(a) 900000929126(b)

For the period from January 1, 2016 to December 7,r 2016

(a) (b) Total1. Opening balance 559,915.63 21,057.01 580,972.64

Add:2. Cumulative opening discrepancy

3. IBRD Fund advance/replenishment 5,356,676.11 1,203,900.97 6,560,577.08

Less:4. Refund to IBRD from DA (160,232.23) (13,523.76) (173,755.99)

5. Present outstanding amountadvanced to DA 5,756,359.51 1,211,434.22 6,967,793.73

6. DA closing balance

Add:7. Amount of eligible expenditures paid 5,738,324.75 1,211,434.22 6,949,758.97

Less:C. Interest earned (if credited into DA)

9. Total advance accounted for 5,738,324.75 1,211,434.22 6,949,758.97

*10. Discrepancy (5)-(9)* 18,034.76 -18,034.76

r* Discrepancy is a follow:

Transfer to project other account for paying auditservices 11.11o.34Advance paid from Designated Account tha1 wasrefunded to WB from OA co financing account at6 December 2016. 6,923.42Total 18,(b.76

[ ?2

55,1.32,5.1 50926

5. Statement of Financial Position

The Statement of Financial Position discloses assets, liabilities and net assets of the Project as- -at reporting date. It is prepared in accrual basis that is transactions are recognized when they

occur (and not only when cash is received or paid).

note 07.12.2016 01.01.2016USD USD

ASSETSCash 6 13,383.49 580,972.64Prepayments 7 8,818.34 14,545.94Total assets 22,201.83 595,518.58

LIABILITIESPayables 7 8,818.34 117.97Total liabilities 8,81834 117.97

NET ASSETSCumulative income 8IBRD Loan No.7963-AM 23,295,576.38 16,361,939.30Government of RoA 4,013,224.94 2.567,991.50

27,308,801.32 18,929,930.80

Cumulative expensesProject expenses (27,270,963.41) (18,304,998.49)

(27,270,963.41) (18,304,998.49)Foreign exchange loss (24,454.42) (29,531.7)

Total net assets 13,383.49 595,400.61

6. Cash

Account Underlying 07.12.2016 01.01.2016held at Currency USD USD

Designated account (IBRD LoanNo.7963-AM) Treasury USD - 559,915.63Second Designated account (IBRD LoanNo.7963-AM)* Treasury USD - 21,057.01Project account (Government of RoA) Treasury AMD 2,272.15 -Project account Treasury USD 11,111.34 -

Total 13,383.49 580,972.64(*) Assigned for financing subcategory 2d "Sub-financing for Sub-projects under Part BJ.(b) of the Project(Seed and Early Stage Venture Fund) "

7. Refundable amounts

There are advance balances related to two subgrants under the subcategory 2.c. "Ideas GenerationGrants and Innovation Matching Grants" that are to be returned. The returned amounts will berefunded to Government of Armenia. Those grants are:

Contract date Amount ofprepaymentsGOA fund

WeDoApps LLC 30.06.2015 5,429.08Eduplanet LLC 30.06.2015 3,389.26

38,818.34

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8. Project Expenditures

8.I. Project expenditures financing per funds

L Expenditure IBRD Loan GoA Fund Total7963-AM

USD USD USDFor-the period from January 1, 2016 to December 7,2016'-

1.Goods, works, consultants' services, training andoperating costs 5,556,182.69 1,125,650.72 6,681,833.412.Sub-financing 1,666,951.29 173,137.31 1,840,088.60

a) Sub-financing under Part A. 1(b) of the Projectr (Nationwide Broadband Backbone and Government

Network)b) Sub-financing under Part A.3 ofthe Project

(Computer for All)c) Sub-financing under Part B. 1(a) of the Project

(Ideas Generation Grants and Innovation MatchingGrants) 455,517.07 173,137.31 628,654.38

d) Sub-financing for Sub-projects under Part B. 1(b) ofthe Project (Seed and EarlyStage Venture Fund) 1,211,434.22 - 1,211,434.22

e) Sub-financing for Sub-projects under Part B.1(b)(i)of the Project (Seed andEarly Stage Venture Fund management fee) - -

3.Consultants' services and Training under Part B.3(a)(i) of the Project 280,364.40 140,265.64 420,630.044.Refund of the Preparation Advance - - -

. 5. Front-end FeeTotal 7,503,49838 1,439,053.67 8,942,552.05

Cumulative as at 07.12.2016I.Goods, works, consultants' services, training andoperating costs 15,854,629.15 3,426,780.90 19,281,410.052.Sub-financing 6,947,722.53 379,571.85 7,327,294.38

a) Sub-financing under Part A. 1(b) of the Project(Nationwide Broadband Backbone and GovernmentNetwork) . . .

b) Sub-financing under Part A. 3 of the Project(Computer for All) 2,999,476.22 - Z999,476.22

c) Sub-financing under Part B. 1(a) of the Project(Ideas Generation Grants and Innovation MatchingGrants) 1,077,944.96 379,571.85 1,457,516.81

d) Sub-financing for Sub-projects under Part B. 1(b) ofthe Project (Seed and EarlyStage Venture Fund) 2,611.315.82 - 2,611,315.82

e) Sub-financing for Sub-projects under Part B. 1(b)(i)

of the Project (Seed andEarly Stage Venture Fund management fee) 258,985.53 - 251,985.533.Consultants' services and Training under Part B.3(a)(i) of the Project 367,061.19 154,213.25 521,274.444. Refund of the Preparation Advance 55,052.17 15,507.75 70,559.925. Front-end Fee 60,000.00 - 60,000.00Total 23,284,465.04 3,976,073.75 27,260,538.79

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8.2. Project expenditure budget execution

CumulativeCategory Expenditures

as at 7 Dec 2016 Total budget ExecutionUSD USD %

I.Goods, works, consultants' services, training andoperating costs 19,281,410.05 19,482,840.08 99%2.Sub-financing 7,327,294.38 8,240,000.00 89%

a) Sub-financing under Part A. 1(b) ofthe Project(Nationwide Broadband Backbone and GovernmentNetwork) -

b) Sub-financing under Part A. 3 of the Project(Computer for All) 2,999,476.22 3,500,000.00 86%

c) Sub-financing under Part B. 1(a) of the Project(Ideas Generation Grants and Innovation MatchingGrants) 1,457,516.81 1,440,000.00 101%

d) Sub-financing for Sub-projects under Part B. 1(b) ofthe Project (Seed and EarlyStage Venture Fund) 2,611,315.82 3,000,000.00 87%

e) Sub-financing for Sub-projects under Part B. 1(b)(i)of the Project (Seed andEarly Stage Venture Fund management fee) 258,985.53 300,000.00 86%3.Consultants' services and Training under Part B.3(a)(i) of the Project 521,274.44 572,000.00 91%4.Refund of the Preparation Advance 70,559.92 70,559.92 100%5. Front-end Fee 60,000.00 60,000.00 100%Total 27,260,538.79 28,425,400.00 96%

9. Financing

9.1. IBRD Loan No. 7963-AMfinancingReporting Cumulative as

period at 7 Dec 2016USD USD

Advances/ (advance recovery) (2,400,000.00) -Direct payment 553,739.41 553,739.41SOE and Summary Report 8,779,897.67 22,681,516.19Front-end fee - 60,000.00PPF charge - 320.78Total 6,933,637.08 23,295,576.38

Total financing budget 24,000,000.00Percentage of finance provided as at 7 Dec 2016 97%

9.2. Government of RoAReporting Cumulative as

period at 7 Dec 2016USD USD

Financed 1,445,233.44 4,013,224.94

Total financing budget 4,425,400.00Percentage of finance provided as at 7 Dec 2016 91%

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r10. Project 2(d) subeategory (Venture Fund)

I-In accordance with contract dated 12 October 2013 among the Republic of ArmeniaGovernment and some investors (together: "Shareholders"), the Shareholders agreed to invest

L, in "Granatus Venture Fund I" CJSC ("Venture Fund"). The Republic of Armenia makes sharecontributions in the equal amount of contributions made by other shareholders after gettingconformation on share issuance and payments.

11. Project completion

The Project was completed as at June 30, 2016 (Closing Date), and the transactions werecompleted as at December 7, 2016 (the Reporting Date).As at the date of signing these special purpose financial statements:

a. No expenses related to the Project were incurred after the Closing Date; the paymentsmade during the Grace period related to expenses incurred before the Closing Date;

b. No withdrawals from IBRD Loan 7963-AM were made after Closing date;c. No expenditures related to the Project were submitted to the WB after the Reporting

date;

d. There were no payables outstanding to contractors related to the Project as at theReporting Date, except for the final audit fee payable;

e. There are two uncovered prepayments (Note 7) that shall be refunded;f. The cash balance outstanding as at Reporting date consists:

- Balance at the Project account at the amount of USD 11,111.34 to be refunded toWB after paying for final audit service;

- Balance at GOA co financing account at the amount of USD 2,272.15 to berefunded to GOA after paying taxes for final audit service;

g. We are not aware about any pending or existing litigations against the Project.

ANNEX 1. RECONCILIATION BETWEEN THE AMOUNTS SUBMITTED BY THEPROJECT AND DISBURSED BY THE WORLD BANK

E-society and innovation for Competitiveness ProjectIBRD Loan No.7963-AMFor the periodfrom January 1, 2016 to December 7. 2016In USD

Expenditure Category Appl. FFPMC WB DifferenceAdvance (recovery) DA2-6 400,000.00 400,000.00

DA2-7 (775,000.00)DA2-8 (211,476.24)32DA (1,632,844.35)Refund (13,523.76)Refund (160,232.23)Refund (6,923.42)

400,000.00 (2,400,000.00)I.Goods, works, consultants' 25DA 893,927.48 893,927.48 -services, training and incremental 26DA 711,764.07 711,764.07 -operating cost 27DA 882,410.31 882,410.31 -

28DA 524,657.80 524,657.80 -

29DA 697,899.11 697,899.11 -

30DA 667,753.54 667,753.54 -

31DP 553,739.41 553,739.41 -

32DA 1,529,069.79 1,529,069.79 -

6,461,22151 6,461,221.512(c). Sub-financing part B.1 (a) 25DA 87,171.36 87,171.36 -

26DA 241,564.10 241,564.10 -27DA 42,290.77 42,290.77 -28DA 53,544.19 53,544.19 -29DA 65,665.61 65,665.61 -

30DA 18,768.95 18,768.95 -

32DA 33,683.45 33,683.45 -

542,688.43 542,688.432(d.1) Sub-financing part B.1 (b) DA2-6 578,942.99 578,942.99 -

DA2-7 999,957.98 999,957.98 -DA2-8 211,476.24 211,476.24 -

1,790,377.21 1,790,377.21- 2(e). Sub-financing part B.1 (b) (i) 28DA 258,985.53 258,985.53 -

258,985.53 258,985.533. Consultants' services and 27DA 70,091.09 70,091.09 -trainings- part B3 29DA 70,091.09 70,091.09

3DA 70,091.11 70,091.11 -

32DA 70,091.11 70,091.11 -

280,364.40 280,364.40Total 9,733,637.08 6,933,637.08

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