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CONVENIENCE TRANSLATION OF THE INDEPENDENT AUDITOR’S
REPORT ORIGINALLY PREPARED AND ISSUED IN TURKISH
To the Board of Directors of Türkiye Vakıflar Bankası Türk Anonim Ortaklığı:
We have audited the accompanying consolidated balance sheet of Türkiye Vakıflar Bankası Türk Anonim Ortaklığı (“the Bank”) and its consolidated subsidiaries
at 31 December 2014 and the related consolidated statements of income, cash flows and changes in shareholders’ equity for the period then ended and a
summary of significant accounting policies and other explanatory notes to the financial statements.
Disclosure for the responsibility of the Bank’s Board of Directors:
The Bank’s Board of Directors is responsible for establishing and maintaining effective internal control over financial reporting to prevent the misstatements
caused by error or fraud, that are material to the consolidated financial statements; and for selecting and applying appropriate accounting policies in
compliance with the “Regulation on Accounting Applications for Banks and Safeguarding of Document” published on the Official Gazette No.26333 dated
1 November 2006, Turkish Accounting Standards (“TAS”), Turkish Financial Reporting Standards (“TFRS”) and other regulations, interpretations and circulars
published or declared by the Banking Regulation and Supervision Agency (the “BRSA”) on accounting and financial reporting principles.
Disclosure for the Responsibility of the Authorized Audit Firm:
Our responsibility, as independent auditors, is to express an opinion on these financial statements based on our audit. Our independent audit has been
implemented in accordance with “Regulation on Authorisation and Activities of Institutions to Conduct Independent Audit in Banks” published on the Official
Gazette No.26333 dated 1 November 2006 and Independent Auditing Standards that are part of Turkish Standards on Auditing issued by the Public Oversight
Accounting and Auditing Standards Authority (“POA”). We planned and conducted our audit to obtain reasonable assurance as to whether the financial
statements are free of material misstatement. Our audit includes using the audit techniques for the purpose of obtaining evidence supporting the amounts
and disclosures in the financial statements; the selection of these audit techniques is made in accordance with our professional judgment by taking the
effectiveness of the controls over financial reporting process into consideration and assessing the appropriateness of the applied accounting policies. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion stated below.
Independent Auditor’s Opinion:
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Türkiye Vakıflar Bankası
Türk Anonim Ortaklığı and its consolidated subsidiaries at 31 December 2014 and the results of its operations and its cash flows for the period then ended
in accordance with accounting principles and standards set out by regulations in conformity with articles 37 and 38 of the Banking Act No. 5411 and other
regulations, communiques, interpretations and circulars published by the BRSA on accounting and financial reporting principles.
Other matters:
The consolidated financial statements of the Bank and its subsidiaries as at and for the year ended 31 December 2013 were audited by another auditor whose
report dated 28 February 2014 expressed an unqualified opinion.
Report on independent auditor’s other responsibilities arising from regulatory requirements:
1. In accordance with Article 402 paragraph 4 of the Turkish Commercial Code (“TCC”) No. 6102; no significant matter has come to our attention that causes us
to believe that the Bank’s bookkeeping activities for the period 1 January-31 December 2014 are not in compliance with the TCC and provisions of the Bank’s
articles of association in relation to financial reporting.
2. In accordance with Article 402 paragraph 4 of TCC; the Board of Directors submitted to us the necessary explanations and provided required documents
within the context of audit.
Additional paragraph for convenience translation:
As explained in detail in Note I. of Section Three, the effects of differences between accounting principles and standards set out by regulations in conformity
with Articles 37 and 38 of the Banking Act No. 5411, accounting principles generally accepted in countries in which the accompanying consolidated financial
statements are to be distributed and International Financial Reporting Standards (“IFRS”) have not been quantified in the accompanying consolidated financial
statements. Accordingly, the accompanying consolidated financial statements are not intended to present the financial position, results of operations and
changes in financial position and cash flows in accordance with the accounting principles generally accepted in such countries and IFRS.
Başaran Nas Bağımsız Denetim ve
Serbest Muhasebeci Mali Müşavirlik A.Ş.
a member of PricewaterhouseCoopers
Zeynep Uras, SMMM
Partner
Istanbul, 27 February 2015