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FORMER VERSION

NEW VERSION

Participation Ban in the Discussion of Certain Issues, Banned

Transactions

Article 60 (The amended version with the Extraordinary General

Assembly decision dated 24.10.2005)

The Members of the Board of Directors cannot participate in the discussions

of the issues specifically related with them and cannot directly/indirectly

make transactions on behalf of others or themselves with the Bank without

getting permission from the General Assembly, and cannot become an

executive member in another corporation that makes transaction with the

Bank.

The provisions of the Banking Law are reserved.

Members’ Liabilities

Article 60 (The amended version with the Ordinary General Assembly

decision dated 29.03.2013)

The Members of the Board of Directors cannot participate in the discussions

of the issues regarding the conflicts of interest between the Bank and their

personal interests outside the Bank and cannot participate in the discussions

of the issues regarding the conflicts of interest between the Bank and the

personal interests plus the interests outside the Bank of their ascendants and

descendants or their spouses or their relatives by blood or by marriage up to

third degree (third degree included).

The Members of the Board of Directors, cannot make transactions on behalf

of others or themselves with the Bank without getting permission from the

General Assembly.

Board of Directors Members who are not shareholders and their relatives,

listed in the Article 393 of the Turkish Code of Commerce, who are not

shareholders cannot become indebted to the Bank in cash. For these persons;

the Board Members cannot give Bank surety, guarantee and collateral, and

cannot undertake responsibility, and cannot take over their debts.

The Members of the Board of Directors, cannot make any transactions of

commercial type that are included within the area of business of the Bank,

on behalf of others or themselves without getting permission from the

General Assembly, and cannot take part as an unlimited shareholders in a

company that is in the same type of commercial business.

The provisions of the Banking Law are reserved.

Committee Minute Book

Article 63

(The amended version with the Extraordinary General Assembly decision

dated 25.12.1958)

Credit Committee decisions are written daily in a book – that has consecutive

page numbers and that is certified in accordance with the provisions of the

Turkish Code of Commerce regarding bookkeeping – in the order of date and

number, without leaving space and making indent between the lines and

without leading to any suspicion on the correctness of the text and under

each decision committee members’ signature are written.

Instead of the above mentioned book it is permissible to use, with the

permission of the Ministry of Finance, a loose leaf book with certified pages

that are consecutively numbered provided that the book is binded at year

ends.

Committee Minute Book

Article 63

(The amended version with the Ordinary General Assembly decision dated

29.03.2013)

Decisions taken by the Credit Committee are registered in the committee

decision book.

Credit Committee decision book is kept in accordance with the procedures

and principles that the Board of Directors decision book is subject to.

The Committees of the Board of Directors

Article 72 (Added with the Extraordinary General Assembly decision

dated 24.10.2005)

In order to carry out its tasks and duties effectively and efficiently, the Board

of Directors may establish Audit Committee, Corporate Governance and

Nominating Committee and other committees. With a professional approach

the committees help the Board of Directors work on the Bank affairs in a

well-informed manner. The committees counsel the Board of Directors and

carry out their activities within the framework of the duties and powers

(authorities) given by the Board of Directors while the responsibility of their

activities is only enforceable on the Board of Directors. The committees are

not entitled to take executive decision.

The committees are composed of at least members. In case a committee

is composed of two members, both members, and case it is composed

of more than two members, majority of the members are non-executive

members. Chairman of the Corporate Governance and Nominating

Committee and the Audit Committee must be an independent member.

The Board of Directors can always re-specify the duties and tasks of the

Committees and can make necessary changes on the positions of the

members.

The committees meet at a regularity required by their tasks and upon the call

made by the Chairman of the Committee. All tasks are carried out in writing

and necessary records are kept.

The Committees of the Board of Directors

Article 72 (The amended version with the Ordinary General Assembly

decision dated 29.03.2013)

In order to carry out its tasks and duties effectively and efficiently, the Board

of Directors may establish Audit Committee, Corporate Governance and

Nominating Committee and other committees. With a professional approach

the committees help the Board of Directors work on the Bank affairs in a

well-informed manner. The committees counsel the Board of Directors and

carry out their activities within the framework of the duties and powers

(authorities) given by the Board of Directors. The committees are not entitled

to take executive decision.

The committees are composed of at least members. In case a committee

is composed of two members, both members, and case it is composed

of more than two members, majority of the members are non-executive

members. All members of the Audit Committee, and the chairman of the

other committees are elected from among the Independent the Members of

the Board of Directors.