Compliance Opinion

Compliance Opinion

(Convenience Translation of the Auditor’s Report Originally Issued in Turkish)

INDEPENDENT AUDITOR’S REPORT ON THE ANNUAL REPORT OF THE BOARD OF DIRECTORS

To the General Assembly of Türkiye Vakıflar Bankası Türk Anonim Ortaklığı

1) Qualified Opinion

We have audited the annual report of Türkiye Vakıflar Bankası T.A.O. (“the Bank”) and its subsidiaries (collectively referred as “the Group”) for the period of January 1, 2025 – December 31, 2025.

In our opinion, except for the matter described in the Basis for Qualified Opinion section of our report, the consolidated and unconsolidated financial information provided in the annual report of the Board of Directors and the discussions made by the Board of Directors on the situation of the Group are presented fairly and consistent, in all material respects, with the audited full set consolidated and unconsolidated financial statements and the information we obtained during the audit.

2) Basis for Qualified Opinion

As described in the Basis For Qualified Opinion section of Independent Auditor’s Report on the complete set of audited unconsolidated and consolidated financial statements of the Bank and the Group for the period between January 1, 2025 and December 31, 2025 dated February 9, 2026 and February 16, 2026, respectively, the unconsolidated and consolidated financial statements as at December 31, 2025 include a free provision at an amount of thousand TL 8,000,000 of which thousand TL 15,000,000 was provided in prior years and thousand TL 11,000,000 was reversed in current year and thousand TL 4,000,000 was provided in the current year by the Bank and the Group management for the possible current year effects of the negative circumstances which may arise from the possible changes in the economy and market conditions which does not meet the recognition criteria of TAS 37 “Provisions, Contingent Liabilities and Contingent Assets”. In addition, unconsolidated and consolidated statements of profit or loss for the year ended December 31, 2024, which is presented comparatively with the unconsolidated and consolidated statements of profit or loss of the Bank and the Group for the year ended December 31, 2025, includes income arising from the reversal of free provision at an amount of thousand TL 2,500,000 and free provision charge provided at an amount of thousand TL 6,500,000, respectively.

We conducted our audit in accordance with “Regulation on Independent Audit of the Banks” (“BRSA Audit Regulation”), which was published in the Official Gazette No. 29314 dated April 2, 2015, published by the Banking Regulation and Supervision Agency (“BRSA”) and Independent Auditing Standards (“InAS”) which are part of the Turkish Auditing Standards as issued by the Public Oversight Accounting and Auditing Standards Authority of Türkiye (“POA”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Annual Report section of our report. We are independent of the Group in accordance with the Code of Ethics for Independent Auditors (including Independence Standards) (Code of Ethics) issued by the POA, as applicable to audits of consolidated and unconsolidated financial statements of public interest entities, together with the ethical requirements included in other regulations that are relevant to the audits of the consolidated and unconsolidated financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

3) Our Auditor’s Opinion on the Full Set Consolidated and Unconsolidated Financial Statements

We have expressed qualified opinions in our auditor’s reports dated February 9, 2026, and February 16, 2026, respectively, on the full set unconsolidated and consolidated financial statements of the Bank and the Group for the period of January 1, 2025 - December 31, 2025.

4) The Responsibility of the Board of Directors on the Annual Report

In accordance with Articles 514 and 516 of the Turkish Commercial Code 6102 (“TCC”) and communique on ‘Principles and procedures set out by the regulations on preparation and issuance of annual reports of Banks’, the management of the Group is responsible for the following items:

  • Preparation of the annual report within the first three months following the balance sheet date and submission of the annual report to the general assembly.
  • Preparation and fair presentation of the annual report; reflecting the operations of the Group for the year, along with its financial position in a correct, complete, straightforward, true and honest manner. In this report, the financial position is assessed according to the consolidated and unconsolidated financial statements. The development of the Group and the potential risks to be encountered are also noted in the report. The evaluation of the Board of Directors is also included in this report.
  • The annual report also includes the matters below:
    • Subsequent events occurred after the end of the fiscal year which have significance,
    • The research and development activities of the Group,
    • Financial benefits such as salaries and bonuses paid to the Board members and to those charged governance, allowances, travel, accommodation and representation expenses, financial aids and aids in kind, insurances and similar deposits.
    • Other matters prescribed in the communique on ‘Principles and procedures set out by the regulations on preparation and issuance of annual reports of Banks’ published in official gazette no.26333 dated November 1, 2006.

When preparing the annual report, the Board of Directors takes into account the secondary legislative arrangements published by the Ministry of Trade and related institutions.

5) Auditor’s Responsibilities for the Audit of the Annual Report

Our aim is to express an opinion, based on the independent audit we have performed on the annual report in accordance with provisions of the Turkish Commercial Code and the Communique on ‘Principles and procedures set out by the regulations on preparation and issuance of annual reports of Banks’ published in official gazette no.26333 dated November 1, 2006, “Regulation on Accounting Applications for Banks and Safeguarding of Documents” published in the Official Gazette no.26333 dated November 1, 2006, and other regulations on accounting records of Banks published by BRSA, circulars, interpretations published by BRSA and “BRSA Accounting and Financial Reporting Legislation” which includes the provisions of Turkish Financial Reporting Standards (“TFRS”) for the matters which are not regulated by these regulations, on whether the consolidated and unconsolidated financial information provided in this annual report and the discussions of the Board of Directors are presented fairly and consistent with the Group’s and the Bank’s audited consolidated and unconsolidated financial statements and to prepare a report including our opinion.

The independent audit we have performed is conducted in accordance with InAS and BRSA Independent Audit Regulation. These standards require compliance with ethical provisions and the independent audit to be planned and performed to obtain reasonable assurance on whether the consolidated and unconsolidated financial information provided in the annual report and the discussions of the Board of Directors are free from material misstatement and consistent with the consolidated and unconsolidated financial statements.

The name of the engagement partner who supervised and concluded this audit is Damla Harman.

Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi

A member firm of Ernst & Young Global Limited

Damla Harman, SMMM

Partner

March 3, 2026

İstanbul, Türkiye