30 SEPTEMBER 2013 BOARD OF DIRECTORS INTERIM ACTIVITY REPORT

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1 30 SEPTEMBER 2013 BOARD OF DIRECTORS INTERIM ACTIVITY REPORT

2 FROM 1960 TO TODAY: MILESTONES OF SUSTAINABLE GROWTH OF AKSİGORTA First insurance policy The first insurance policy was issued by the employees of Aksigorta in First insurance agent Lami Teymen opened the first Aksigorta agency in Adana. Beginning of the Bankassurance Putting the concept of bankassurance into practice in early 1980s, Aksigorta realized the online policy issue first time ever in In 1989, all regional management offices of the Company started to work online. Public offering of Aksigorta Aksigorta went public in 1994 and moved its Head Office from the historical building of Minerva Han in Karaköy to the building in Fındıklı in İstanbul. Opening of the Fire and Earthquake Education Center In 1996, Aksigorta opened the Fire and Earthquake Education Center, which was built with technology developed entirely in Turkey, which is the first of its kind in Turkey and one of a few samples in the world. The Company structured its regional representation offices across the country, put the Human Resources Project into practice and completed the transition to the performance management and career planning system during the same year. The first web site of Aksigorta was launched. The first online policy in bankassurance in Turkey Upon launching of the Bankassurance Project in 1998, the first online policy issuing in Turkey was commenced by Akbank branch offices. During the same year, the coverage was expanded so that nearly 150 agencies connected to the system. The Company has established its quality assurance system based on the ISO 9001:1994 standard and obtained the BS EN 9001:1994 Quality Standard Certificate. Obtaining of license for health insurance business and inauguration of Aksigorta Service Center In 2002, Aksigorta entered the health insurance business and started to issue policies. During the same period, Aksigorta Service Center was opened in order to provide fast and quality services in many areas to clients and agents on 24 hours a day, 7 days a week basis. Restructuring in İstanbul In 2004, the Company restructured its operations in İstanbul region by shifting the operations and sales to 4 regional management offices designated as İstanbul 1, İstanbul 2, İstanbul 3 and Corporate Regional Management Offices. Transition to regional management In 2006, Aksigorta revised its business and decision-taking processes and changed its business model from central management to regional management. In this context, efficiency and power of the regional management offices as the first contact point with clients and agents have been raised and a widespread regional organization has been established. Merger between Ak Emeklilik and Aviva Hayat ve Emeklilik A.Ş. In 2007, AK Emeklilik A.Ş., a subsidiary of Aksigorta, merged with Aviva Hayat ve Emeklilik A.Ş. and the new company started its operations under the name of AvivaSA Emeklilik ve Hayat A.Ş. in November.

3 A service provider giving due care to total compliance with new laws Upon the introduction of the new insurance laws and regulations in Turkey in 2008, Aksigorta completed the compliance works rapidly. Drawing the attention by its successful works, Aksigorta became the leader company in the Turkey Client Satisfaction Index of KalDer [Turkish Society for Quality]. During the same year, Aksigorta was selected as the Insurance Company with Most Reliable Quality by Tüketici Dergisi [Consumer Magazine] for 4 th time. To get more yield from the core business In 2010, Aksigorta initiated the spin-off process and transferred its portfolio of subsidiaries to Sabancı Holding in order to ensure capital optimization and raise its value as an insurance company more. As a company whose successes have been recognized with a number of awards and appreciations, Aksigorta was selected as the Most Reliable Insurance Company in a survey made by AC Nielsen among consumers in As a result of the amendments made to the Turkish Commercial Code, the process of transfer of the portfolio of subsidiaries of Aksigorta to Sabancı Holding was initiated and completed on 14 January 2010 after the extraordinary general meeting held on 4 January Unification of power with Ageas Ageas, an international insurance company based in Belgium, invested in Aksigorta in July 2011, so the Company has reinforced its strength by adding a global dimension to its capabilities owing to the new shareholding structure. Owning 62% of the stock of Aksigorta, Sabancı Holding sold 31% of the stocks owned by it to Ageas in consideration of 220 million US dollars. To become the leader of the industry by providing innovative service Conducted works to establish innovation as a corporate culture in 2012, Aksigorta has renewed its vision as To become the leader of the industry by providing innovative service. Pioneer of Change, Driving Force of the Industry Our Vision To become the leader of the industry by providing innovative service. Our Mission To make life safe and create value for all stakeholders by providing innovative elementary insurance and health insurance services through all channels. Our Values Pioneering Client Focus Transparency Acting to Ethical Rules Sustainability Our Strategy Ensure a well-balanced product portfolio by protecting the profitability Grow more in profitable channels and increase productivity in all channels Increase productivity and efficiency in claim operations in order to attain operational excellence Enhance corporate performance management system by advancing the human resources practices Consummate the transformation in information technologies by improving the infrastructure of information technologies Support enhancement of the corporate innovation culture in order to attain service excellence Enhance agent and client loyalty through better understanding of the agents and the clients and differentiate in the industry with high service quality

4 SUMMARY FINANCIAL INDICATORS With its experience of 53 years and innovative products and services, Aksigorta has focused on becoming Pioneer of Change in the Turkish insurance industry. Summary Financial Indicators (TL 1,000) Premiums Written 1,144, ,856 Losses Incurred (Net) (489,932) (467,914) Technical Balance (non-life) 64,641 29,318 Pre-Tax Profit (Loss) 161,307 34,958 Net Profit (Loss) 143,029 27,123 Capital 306, ,000 Shareholders Equity 516, ,960 Asset Value 1,515,792 1,271,166 CAPITAL MOVEMENTS REGISTERED CAPITAL Aksigorta has adopted the registered capital system as per the provisions of the Law No by the permission of the Capital Markets Board, no. 301, dated The registered capital of Aksigorta A.Ş. is 500 million Turkish liras and the paid-up capital 306 million Turkish liras. CAPITAL STRUCTURE No change has occurred in the below stated capital structure of Aksigorta A.Ş. over this period. There isn t a shareholder in real person status. The Members of the Board of Directors and the Executives of the Company do not have shares in the stock of the Company. SHAREHOLDING STRUCTURE Management control by Sabancı Holding and Ageas Insurance International N.V. over Aksigorta A.Ş. continues equally. Names of the Shareholders owning more than 10% of the issued capital of Aksigorta and the number and the rate of the shares held by them are as follows: Rate of Share Amount of Shares % TL Hacı Ömer Sabancı Holding A.Ş ,160,000 Ageas Insurance International NV ,160,000 Other Real Persons and Legal Entities 28 85,680, ,

5 SHAREHOLDING STRUCTURE CORPORATE MANAGEMENT BOARD OF DIRECTORS Chairman of the Board Vice Chairman of the Board Member of the Board Member of the Board Haluk DİNÇER Barry Duncan SMITH Hayri ÇULHACI Muhterem Kaan Terzioğlu (since ) (since ) (since ) (since ) Member of the Board Member of the Board Member of the Board Member of the Board & Seyfettin Ata KÖSEOĞLU Stefan Georges Leon Noyan Turunç General Manager (since ) BRAEKEVELDT (since ) Uğur GÜLEN (since ) (since ) TOP MANAGEMENT General Manager Deputy General Manager Assistant General Manager Assistant General Manager Uğur GÜLEN Ann Dewaele Çetin KOLUKISA Ali DOĞDU (since ) (since ) (since ) (since ) Assistant General Manager Assistant General Manager Assistant General Manager Assistant General Manager Erkan ŞAHİNLER Şenol TEMEL Fahri ALTINGÖZ Ayhan DAYOĞLU (since ) (since ) (since ) (since ) Assistant General Manager Assistant General Manager Assistant General Manager Director Tuncay Küçüktaş Melis Aslanağı Cem KÖYLÜOĞLU Gürsal Gürarda (since ) (since ) (since ) (since )

6 ECONOMIC and SECTORAL EVALUATION On the top of developments in the third quarter of 2013 we see the downward revision of the global growth forecast 2013 by the World Bank and the IMF. The outcome of the G-20 summit held in Russia in September was the foreign exchange intervention fund against global volatility. The news closely monitored by the world economic circles in 2013 was about the time when the US FED would end the monetary expansion program based on purchase of bonds amounting to 85 billion dollars per month. As you might recall, the news that the FED would go to a reduction in the bond purchases had mostly affected the developing economies, and as a result the local currencies devalued substantially against the US dollar and the stock prices dropped dramatically. We also witnessed that with the increase of the possibility of intervention to Syria, deterioration of the economies of the developing countries accelerated. Reaching of the United States the limit of the debt ceiling and shutting down of the Federal government in recent days gave signals of deviation from the financial discipline, but the uncertainty was cleared with the elevation of the debt ceiling by the Congress. In addition to this, reaching of the USA and Russia agreement on the matter of intervention to Syria, the fact that the level of unemployment of 6.5 to 7% as indicated by the FED as target for cessation of the bond purchases has not yet been reached, the signals of recovery coming from the Euro zone and that the European Central Bank (ECB) has set the growth estimation for 2014 at 1% led to cautious but positive expectations. This positive outlook in global giants relieved the tension in the developing economies where the expectation that the capital inflows would slow down caused downward movement of the prices, and as a result the stock prices and foreign exchange rates have recovered and brought earnings. Expectations that the volume of loans would shrink and the interest expense would increase in the developing markets due to the capital outflows in the aftermath of the reduction of the monetary expansion by the FED are outweighed. While the fact that mostly the countries with current account deficit would be affected from this development is still prevailing, the current optimistic environment stands out as an important opportunity for the developing markets to rectify their economies through structural reforms. It is of critical importance that the developed countries continue the economic policies that support the growth in short term and give weight to structural reforms in order to ensure financial stability and to support sustainable growth by raising the domestic demand and the loan volume in the medium and long term so as to stop outflow of capital from developing countries which are positioned as the dynamo of the global economy and achieve the global recovery. Also the Turkish economy had its share of the global softening, and as a result Borsa İstanbul [İstanbul Stock Exchange] and foreign exchange rates yielded high earnings. That the Central Bank of Turkey announced that it would pursue an intervening and efficient policy until a stable economic outlook consistent with the mid-term program is achieved has contributed to the positive atmosphere in the markets, and as a result interest rates have entered into a downward trend and the markets upward trend once again. The Turkish Statistics Institution (TÜİK) announced that the Turkish economy grew by 2.2% in Owing to the rising propensity to save, the support given to investments of local and foreign investors and the rising national income, it is expected that the economic growth, which was merely 2.9% in the 1 st quarter, 4.4% in the 2 nd quarter, would be around 3.6% at the end of 2013, while the inflation rate is expected to be 6.8%. In this difficult phase, Turkish economy has settled on a new balance. Turkey is still getting the fruits of having restructured the public finance and the banking sector in the aftermath of 2001 crisis after the crisis in S&P s increase of the credit rating of Turkey in the first quarter of 2013 was the most important complement of this positive outlook during the early months of In parallel with the weak growth in premium production of the global insurance industry and the shrinkage in the world economy, demand for non-life insurance followed a stagnant course. Swiss Re Sigma report of 03/2013 states that premiums written in the global elementary insurance segment grew by 2.6% in 2012.

7 Contrary to the stagnation in the world insurance sector, in Turkey premiums written in elementary insurance lines grew by 19% as of the end of 2012 and by 24% over the first 8 months of Total premiums written in non-life insurance lines amounted to 13.4 billion Turkish liras over the first 9 months. Macro policies supporting the soft landing and low interest rates during the first half of the year caused significant decline in the financial incomes of insurance companies. During the last quarter, however, internal and external factors and increase of the interest rates helped rising of the financial incomes of the insurers to the expected levels. The problem of negative profitability in the motor lines which had become highly critical as of the end of 2012 seems solved, though a little bit, during the first half of 2013 as a result of some improvements made by the Under Secretariat of Treasury to the price policy and the product structure. Notwithstanding these findings, despite the fact that the performance of the insurance industry in 2012 was below the expectations, the insurance industry performed much better during the first 9 months of the year when compared with the same period of the previous year and gave signals that the performance would follow a positive course over the last quarter of 2013 as well. Insurance industry in Turkey presents a significant growth potential in line with the macroeconomic expectations in 2013 The low penetration, the rapidly growing economy, the middle class who is strengthening and crossing over the income/saving threshold which is critical for insurance and the rising awareness offer significant opportunities for the growth of the insurance industry. With strengthening and increasing consumption of the middle income group, it is expected that especially the low cost health, motor own damage and home insurance products would come to fore. In parallel with the growth by 4 or 5 times as expected over the next 10 years, the premiums written in the elementary insurance lines are expected to rise to a level of 70 to 80 billion Turkish liras annually. Insurance industry continued to grow in real terms over the 8 months of 2013 According to the results of the first 8 months of 2013, Turkish insurance industry grew by 24% and wrote premiums amounting to 13,375 million Turkish liras. The agency and bank channel continued to grow in motor and non-motor lines. The insurance line in which most of the premiums were written over the period of 8 months was the MTPL with premiums written of 3,505 million Turkish liras. The premiums written in the MTPL line grew by 43.6 percent over the same period of the previous year, while the Motor Own Damage, with premiums written amounting to 3,336 million Turkish liras, grew by 14.5 percent over the previous year. The premiums written over the first 8 months of 2013 grew by 27.8 percent in the Motor lines, by 24.1 percent in the non-motor lines and by 7.9 percent in the Health lines. Of the total premiums written, 68% were written by agents, 14% by banks, 11% by brokers and 7% by direct business channel. The world is changing and Turkey is changing, too: The trends that shape the insurance industry Population: Demographic changes: The will of the people to live longer has been leading to healthy living trend which in turn leading to emergence of need for securities for the old age period. It is expected that life, pension and health insurance will come to fore in parallel with this change.

8 The middle income group strengthening in the developing countries: Rapid growth in the economies of developing countries brings along with it income rise which has been strengthening the middle income group. As the consumption of the middle income group grows, especially the low cost health, motor own damage and home insurance products will come to fore. Brand perception about the insurance company is a motive for preference for this group. Low income group living in rural areas in the developing economies: Those who need security most are the people whose income level is the lowest. Offering of cheap and simple products to this income group who is most affected from the potential natural disasters and who lacks social security is a must. Marketing Digital marketing: In parallel with ever increasing of the number of users of mobile phones and the Internet, the application platforms are diversifying. Owing to the digital marketing, the client data become more accessible and the user data can be used by insurance companies. Analytical intelligence - profiling of clients and their behaviors: Digitalization brings along with it a huge data set. Only those insurance companies which are able to process the data and convert them into information and to internalize such information will be able to create a difference. The acquired data will be used to establish a more efficient client segmentation, to design special to person campaigns and to build a client profile, which will allow offering of correct products to correct clients. Emergence of online intermediaries who provide service as price comparison platform: Online service providers who allow comparison of different companies, different products and different prices are directly influencing the selection of the insurance company by the clients and hence becoming a determiner in the market share of the insurance companies. Offering of more profitable and better product through client segmentation: The insurance industry is expanding and becoming more complex day by day. Ability of the insurers to seize the opportunities will be dependent upon their ability to process the data and convert them into information. The most important way of gaining a competitive edge is to know the client and to offer the product that best suits the needs of the clients Spreading of direct sales as an alternative to the agent and broker distribution channel: Establishment of alternative channels and ever rising market share of such channels put the agents and brokers as the conventional distribution channels into difficulty. As a result, insurance companies are able to reach the potential clients through consultancy services, client segmentation and easily understandable and salable products. Changing Natural and Legal Conditions Ever Increasing Catastrophic Events: Frequency of catastrophic events which cause high loss payments is increasing. Cost of natural disasters and other man-made damages to the insurance industry amounted to 62 billion US dollars in It is expected that such events will become more frequent and the losses will be rising over the next 5 years. Statutory regulations ever becoming stricter: Especially after the global financial crisis, governments and regulatory bodies have conducted intensive works toward making of the insurance industry healthy. It is expected that this impact will continue with a greater scope in the next period. The most important change will be heightening of the market to certain standards through Solvency regulations. Solvency II especially brings substantial obligations to companies regarding risk and capital management.

9 Service Ever decreasing client loyalty: Research shows that client loyalty in insurance industry is declining day by day.client loyalty is decreasing depending on the company and the product diversity. To be able to retain the client will be one of the most important targets of the insurance industry in the next period. The research shows that one out of two clients prefers to work with the same insurance company in the next period. Use of multiple distribution channel: As the sales channels diversify, the client purchases insurance from whichever channel they want. The share of purchases from online channels in total sales is growing day by day. Because of this, focusing on the channels which the clients prefer and/or may prefer most and building of a distribution infrastructure upon such channels is of great importance. Raising of the quality of the customer service: The provision of service, which is the foundation of the insurance, will create a value for the companies to the extent that they can reach the level of excellency in rendering of the services in the next period. Rendering of a quality service fast will be the priority-given issue in the agenda in the next period. As Aksigorta, we are taking firm steps toward our target The first half of 2013 was the period when Aksigorta reached its targets and achieved a profitable growth, meanwhile continued to grow its portfolio in line with the long term strategies and grew its portfolio in nonmotor lines. As Aksigorta, we target to maintain our profitable growth trend, which we started in 2009 and accelerated in 2011 and 2012, and reinforce our strong performance throughout 2013 as well. As a company whose main target for 2013 is profitability as in the previous years, Aksigorta s basic focus is to achieve rapid growth rates especially bankassurance and non-motor lines and to make its product-channel mixture more profitable. Continuing its journey toward sustainable and profitable growth, Aksigorta entered 2013 as a much more powerful, much younger and dynamic company. Premiums written by Aksigorta during the 3 rd quarter of 2013 grew by 15% over the same period of the previous year, reaching 1,144 million Turkish liras. The Company gives priority to profitability and is acting more cautiously in non-profitable lines. In line with this, while the Company grew in the Motor TPL line more cautiously during the first half of the year, as the prices in the industry rose during the last quarter, it continued the premium writings in this line at an accelerated rate. The compulsory motor TPL insurance aside, Aksigorta grew by 19%, its technical profits grew by 120%, reaching 64 million Turkish liras and the net profit 143 million Turkish liras, during the first 9 months. Aksigorta increased its premium production on the one hand and grew its portfolio in profitable lines during the first 9 months of Aksigorta grew by 36.5% in the fire line, which include the home insurance lines, and by 28.7% in the general losses line, which includes the engineering products. In line with its long term strategy, Aksigorta has brought its product portfolio to a more profitable balance and raised the share of the non-motor lines, of which penetration is low and growth potential is high, from 52% in the same period of the previous year to 54% now. Exhibiting a very good profitability performance owing to the productivity works carried out in the motor line in which the industry posted loss, Aksigorta continued the profitable growth in this branch as well. Achieved a growth in the bank channel at the rate of 33% annually in average over the last 3 years, Aksigorta maintained this level of growth during the first 9 months of the year and has plans to maintain it in the coming years. The Company developed projects and implemented campaigns for more productive working of the agency channel. Initiated in 2011, the transformation projects are continued with decisiveness and diligence. Contributions of the transformation projects, the reflections of which were seen in 2012, are continuing with an increase in 2013 as well.

10 We will continue to experience the positive outcomes of our transformation projects of which reflections in the technical profitability are increasing year by year since 2012 and which are supported by strong and determined will of the Board of Directors in the future years as well. We are getting the fruits of these projects, which began to give fruit in 2012, in 2013 as well with increased quantities. Meanwhile, these developments have a leverage impact on our technical profitability and give the signals that Aksigorta will have attained an exemplary performance in the industry in a very near future. The trust in sound financial construction of Aksigorta and in its strategy focused on sustainable profitability has been strengthened with financial results indicating high increase in profits, despite non-profitability of the overall industry, and as the most remarkable indicator of this trust, despite the fact that the BİST 100 index devalued in parallel with negativities both in global economy and Turkish economy during the third quarter of 2013, stock of Aksigorta maintained its position in the long term. The stock of Aksigorta yielded an income at 42 points over the BİST 100 index during the first 9 months of Our targets for 2013 can be summarized as follows: To raise the share of the non-motor lines in order to create a balanced portfolio, To maintain our market share, To grow in the bank channel, To improve the profitability of the agency channel, To continue the transformation projects, To elevate the market value and the stock performance of Aksigorta, To raise the customer satisfaction as well concurrently with doing all these things. Aksigorta will continue to take firm steps toward becoming the most reliable company with its services, the most established company with its experience and the most innovative company with its vision in the Turkish insurance industry. Aksigorta will continue the service competition with the energy given by its values adopted by the employees, strong corporate structure and brand name identified with trust in the mind and heart of its millions of clients. The successes we have achieved are the common product of our team. One of the fundamental assets of Aksigorta is its powerful and close-knitted team. The self-sacrificing and unlimited working of each employee, the trust and loyalty of the team members to the Company and its brand, and the corporate values shared by us have enabled us to make Aksigorta the leader of the industry in a period when competition is becoming increasingly harsher and to position Aksigorta as a company whose development direction is evident. By taking the opportunity we owe thanks to our employees who realized the performance during the first half of 2013 and contributed our brand value. Our ever rising reputation and preferability in the eye of our clients as an institution of trust is of immeasurable value for us. We would like to express our gratitude to our shareholders and clients for their contribution and support to the successes we have achieved with the passion to offer the best service. Aksigorta is the first choice of millions of individuals and organizations in In this connection, Aksigorta has insured everything of value for the clients against risks and continued to offer high added value products and services with an innovative savvy. Our strong distribution network Targeting to make the life safer by focusing on the essence of the matter, Aksigorta is continuing to provide its products to the clients in a most efficient manner and to offer the services with high assurance developed against risks with creative solutions in 2013 as well.

11 Aksigorta is providing services to its individual and corporate clients through a distribution mixture which has been spread across the country and differentiated. The service network of Aksigorta consists of 13 regional management offices 2 representation offices Exclusive agents over 1, branch offices of Akbank 64 brokers 4500 contracted institutions. Our relations with our agents continued increasingly Besides carrying out training programs that will raise the sales success of the agents, Aksigorta targets to make communication with the agents continuous and raise the efficiency of the communication through infrastructure building works undertaken in 2013 as well. Through monthly e-newsletters, regional and general meetings, an Internet portal for the agents who have an interactive communication platform, communication works were conducted toward rising of both visions and skills of the agents. The education portal, called Digital Academy, was used intensively and various e-education modules and training videos were continued to be offered to the service of the agents. In order to share the problems of the agents and the proposed solutions, Free Speech Meetings were held in partnership with the Federation of Insurance Agents of Turkey (TÜSAF) and the Society for Insurance Practitioners (STD). In the Free Speech meetings held in total 18 provinces, we came together with around 4 thousand agents. The Free Speech meetings, where Dr. Ahmet Genç, the General Director of Insurance of the Under Secretariat of Treasury, Mr. Hüseyin Kasap, the Chairman of TÜSAF, Mr. Metin Karacan, the Director of Insurance Arbitration Commission, Mr. Uğur Gülen, the General Manager of Aksigorta, and Mr. Fahri Altıngöz, the Assistant General Manager of Aksigorta and the President of the Society for Insurance Practitioners, made speeches, were supported by Aksigorta. In line with the feedbacks from the agents, the Internet portal for the agents, named Ayrıcalıklar Dünyası [World of Privileges] was made more useful and renovated with a user friendly interface and a content responding to all needs. In this new world, the agents are now able to monitor a number of developments from target realization rates to portfolio distributions to details of active campaigns as well as their performance in the campaigns. Aksigorta-Akbank synergy is continuing strongly Akbank-Aksigorta partnership, which is one of the first collaborations that comes to mind when the bankassurance is mentioned in the country, has been continuing successfully since A significant synergy has been created and a broad client mass has been reached in the field of bankassurance. The regional bankassurance structure has taken its final form with addition of the new bank region. With a business volume growing by 33 percent annually in average over the last three years, the field teams have been stationed in three regions. Contribution of the successful synergy with Akbank played a very important role in the profitability in Bankassurance Newspaper, one of the most efficient communication means that communicates the added value created and the success achieved by this collaboration to all stakeholders, has begun to be issued. Successful steps were taken in optimization in order to raise the service quality Within the scope of the service shop and surveyor optimization, the number of surveyors was reduced from 342 in 2012 to 278 in 278 in order to raise the quality of the service provided to the clients. The target number for 2014 has been set at 200. With this, the aim is to ensure specialization of the surveyors in brands and using of the distance and time with more saving.

12 Master of Claims project launched Within the scope of the Master of Claims project, the system of settlement of motor own damage claims with low amount, called Once & Done claims, automatically upon receipt of the documents from the insured or the contracted institutions, which are rapidly obtainable, has been launched. Thanks to this system, the Claims Department now has the chance to devote more time, energy and attention to claims with higher amount. Non-claim calls have been outsourced To this end, analyses for the project of outsourcing of non-claim calls were started under the management of the Client Experience and Digital Marketing Unit within the Marketing Directorate in early In early April 2013, Teleperformance was selected and the non-claim calls were outsourced. Founded in Paris in 1978, Teleperformance, which is now the number one call center of the world, is providing services to Aksigorta about calls for product information, health, all complaints and requests and all other non-life calls. Organizational structure has been changed in line with high targets in health insurance line In line with the strategies for 2013, the Unit of Assistant General Manager in charge of Health Insurance has been established and Mr. Cem Köylüoğlu, who has rendered very valuable services in this field throughout his career, has joined Aksigorta family. Aksigorta gives great importance to its digital presence and digital channels Spreading its products and services by means of digital technology, Aksigorta is able to reach client data more rapidly, process the obtained data in great numbers and convert such data into useful information thanks to the digital marketing. Aksigorta is continuing its communications in the Social Media as well through its official Facebook (www.facebook.com/aksigorta) and Twitter (www.twitter.com/aksigorta) accounts and YouTube (www.youtube.com/aksigortatv) channel. By scanning the Social Media and the Web on 24/7 basis and expanding the complaint management, it makes it easier for the clients to reach the Company. Such works of Aksigorta which ensure offering of the correct product to the correct client through the correct technology have also affected the reputation of Aksigorta in the social media and the Company reached 45 thousand fans on Facebook and four thousand followers on Twitter in a short time. Benim Aksigortam [My Aksigorta] Giving great importance to communicate with its clients in the digital world as well, Aksigorta has launched a brand new platform special to its clients, by which the clients can better get familiar with and have access to all details of their policies. This new platform of Aksigorta, named Benim Aksigortam (http://benimaksigortam.aksigorta.com.tr), by which all online transactions related with insurance can be executed, provides the facility to Aksigorta clients to have access to their entire insurance portfolio and monitor all processes step by step on a single screen. We earn young talents to Aksigorta At Aksigorta, talent management practices were introduced in 2008 and developed year by year. All processes from earning of talents to the Company to recruitment, development and retention of talents based on the perspective of talent management have been designed meticulously. From 2010 on, with the Young Talents Program, which is one of the talent management processes, recruiting of new graduates with high potential to Aksigorta and developing and monitoring development of them in the course of the program has been aimed. In this way, the existing talent pool has been expanded. By using the social media for recruitment, Y generation can be reached more readily and Young Talent candidates are admitted to the program implemented by the Company. The employees who have started their career through these programs are offered a number of opportunities for personal development. In September 2013, 7 employees and 3 external persons, totaling 10 persons were admitted to the Young Talent program. In order to draw the talents to Aksigorta while they are still studying at university, to develop them by giving training course specially designed for the projects and the relevant program to them, to monitor their on-job performance and to get familiar with the candidate employees of Aksigorta before recruiting them and at the same time to give the opportunity to the participant to get familiar with Aksigorta and the jobs at Aksigorta,

13 the Young Talent Campus program was launched in students were given the opportunity to experience the job in 2012 and 16 students in 2013, and now the program is proceeding with 15 persons on its way. The talents who want to work at Aksigorta and who perform at a certain level are recruited as staff members. Target of Aksigorta is to have the best talents of the industry within its organization and to become the most preferred employer. The most valuable asset of Aksigorta which has carried it to the summit of the insurance industry where competition is intensive is the employees. Aksigorta is a pioneering company which targets continuous development with its reliability, dynamism, quality management and client focused service idea. Human resources management of Aksigorta aims at establishing a system which ensures participation of all employees and is based on collaboration and continuous improvement in line with the culture and main values of the Company and at supporting the professional and personal development of the employees who are the main capital of Aksigorta. Aksigorta is among the Best Employers of Turkey We got the first reward of the works we conducted in line with our Human Resources practices with the target to become the most preferred employer in the insurance industry which is the Human Resources vision of Aksigorta in In the assessments of the Best Employers 2013 Benchmark work and competition of the Great Place to Work Turkey which we took part first time ever as Aksigorta in 2013, Aksigorta succeed to be included in the list of Best Employers. Human Resources Practices at Aksigorta: Recruitment At Aksigorta, the qualifications required by all positions have been defined. In the recruitment process, the candidates are evaluated based on these requirements. In the recruitment process, interviews, various analyses, case studies and reference checks are done so as to ensure recruitment of the most correct candidate. Performance Management Each employee establishes their specific and measurable business targets and targets for competency they want to develop and makes a development plan in conjunction with their line manager through the Performance Management system, called On the Way to Success, at the beginning of each year. At quarterly periods throughout the year, the manager and the employee make an interim evaluation based on such targets and development plan. At the end of the year, an assessment covering the entire year is done and the performance score of the employee is determined based on the results of that assessment. The performance score plays an active role in determination of the training need of the employee, the career opportunities, the bonuses and in the salary adjustments. Salary and Other Benefits A fair and realistic salary policy which takes into account the conditions in the industry, which is reviewed once a year, and which is based on the Performance Assessment System is implemented at Aksigorta. The salary consists of the monthly wage and 4 bonuses. Per the annual profit of the Company, the employees can take benefit from the variable salary practice. Aksigorta also provides personal pension plan, life insurance and personal accident insurance with contributions of the Company, lunch and company transport between home and workplace to the employees.in addition, there are subsidiary benefits varying depending on the position and seniority of the employees.

14 Job Assessment and Promotion At Aksigorta, job assessment and promotion process is implemented twice a year (in April and October) by taking into account the competencies, knowledge and skills of the person. In the job assessment process, a situation assessment concerning promotion the person to the next upper position is done by taking into account the performance and development of the person over the year and theknowledge and skills of the person. Talent management The purpose of the talent management of Aksigorta is to direct and develop the organization and all employees in line with the Talent Management in a manner to respond to the needs of the company in the future. The Talent Management practices of Aksigorta have been established as finding of the required fund from internal and external sources, ensuring participation of the employees in the processes, developing and retention of the employees in line with the vision and strategies of the company. The Talent Management practices of Aksigorta help development of the employees in line with the employee competencies to be needed by the company in the future, direction of the employees to correct career paths by taking into account their competencies and supporting of the employee in that career path through certain programs. The Talent Management is the process of attainment of the targeted result by the company by selecting, developing and retaining the internal and external sources and by establishing the correct carrier paths and the necessary conditions. Aksigorta has adopted a segmented talent management approach and different talent programs have been designed for university students in the last grade, new graduates, specialized talents and first and medium level management and management committee groups. Employer brand Having adopted the vision of becoming the most preferred employer in the insurance sector, Aksigorta is continuing to advance in line with this vision through activities and practices designed for its employees in a number of different fields. Aksigorta Academy Aksigorta Academy has been established with the mission of cultivating employees who meet the changing client needs and expectations with a client focused approach besides the product and service quality and who will realize continuous growth by creating a difference in their job. It targets to bring the employees together in various platforms and to support their development. Training courses at Aksigorta Academy are focused on development of managerial, technical and personal knowledge and skills of the employees. In the Development Programs, development methods such as classroom training courses, e-learning, post graduate programs, English learning courses, seminars and conferences, experience sharing meetings, reading materials, etc. are used. Aksigorta Academy supports the development activities under 4 main headings: Leadership Academy Talent Management Academy Development Academy Sales Academy Leadership Academy: It covers the training and development activities designed for development of upper and medium level managers in line with the vision and mission of the Company. Talent Management Academy: These are development and monitoring programs carried out under the headings of Future Leaders, Young Talent and Young Talent Campus for the purpose of drawing and retaining the talented employees.

15 Development Academy: It covers the entire personal development, technical and product training courses as well as conferences and seminars for employees in all levels in line with the training need analyses. Aksigorta Sales Academy: Sales Academy is a professional academy established in order to increase the sales force of Aksigorta. Besides strengthening the sales, the Sales Academy has the objective to strengthen the relations of the agents and the bank channel with Aksigorta and to enhance their loyalty. The Sales Academy covers the training activities for the Sales Teams and Agents of Aksigorta and Employees of the Bank. Internal communication Active use of the internal communication channels for improvement of the employee loyalty and performance is supported. Targets and strategies of the Company are communicated to the employees and the employees are informed about their performance via different communication channels: Monthly Newsletters of the General Manager Functional Meetings Weekly Meetings of the Top Management Annual Budget Meeting Employee Portal Annual Employee Activity Breakfast with Top Management Through events where employees come together outside the office, development of the communication between different departments is ensured. To improve the employee satisfaction and loyalty, to retain the employee, to preserve the balance between the work and the private life and to create a family environment are the most important objectives. In this context, Social Club Organizations (diving, theatre, music, photography, etc.) Sports Tournaments Wellness Programs are carried out. CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT 1. Corporate Governance Principles Compliance Statement Aksigorta A.Ş. applies the Corporate Governance Principles issued by the Capital Markets Board in general terms and the matters not applied are explained together with the reasons thereof in the following paragraphs. SECTION I: SHAREHOLDERS 2. Shareholder Relations Unit At the Company, the persons responsible for the relations with the shareholders are: Osman Akkoca, Financial Control Manager Gülnur Kurt, Accounting Manager Işıl Toprak, Financial Control Executive Tel: (212) Fax: (212)

16 The Investor Relations unit is in charge of the conduct of relations with the shareholders. Within the scope of their duties, they made 18 face to face meetings at the head office of the Company, 23 meetings during 4 conferences, 42 meetings during 2 general evaluation meetings, totaling 83 meetings, with institutional investors to share information about the Company and the insurance industry. Our general evaluation analysis meetings during which we announced the results as of the end of 2012 and as of the first half of 2013 and shared our projections as of the end of 2013 along with the realized financial results were attended by 42 analysts and fund managers. 79 conversations were made by phone with institutional shareholders and their questions were answered. 65 electronic mails received from the shareholders were replied. 3. Use of Right to Information by Shareholders Requests of shareholders and investors for any information which is not in nature of trade secret and which has been disclosed to public are evaluated and fulfilled in a manner to be free of any error and to reflect the whole truth in a short time by the Shareholder Relations unit. 227 information requests received from the shareholders by phone, electronic mail and during face to face meetings during 2013 were answered. Any information concerning the shareholders and investors, which has been already disclosed to public, is published in the web site of the Company at In addition, any developments which may affect the use of the shareholder rights are announced through the İstanbul Stock Exchange regularly. Any matters deemed important are announced to investors and analysts by . The Articles of Association of the Company does not govern appointment of a special auditor as a right. No request in this regard was received from the shareholders in General Meetings Two General Meetings, one being the annual and the other extraordinary, were held in Before the General Meeting, the date, place and agenda of the meeting was announced through the Turkish Trade Registry Gazette, a national newspaper, the web site of the Company and BİST [İstanbul Stock Exchange] and notified to the registered investors and analyst by .there isn t any period of time for attendance of the holders of registered shares who are registered in the share register to attend the General Meeting. The annual report also containing the audited figures of 2012 was submitted at the Head Office of the Company to the inspection of the shareholders at latest 21 days beforehand. The Annual General Meeting was held on In the meeting, the Annual Report of the Board of Directors as well as the Auditors Report, the Balance Sheet and the Profit/Loss Report were read and discussed. Donations made during the year were informed to the shareholders. The Members of the Board of Directors and the Auditors were released and the replacements within the Board of Directors were adopted. The Independent External Audit Firm selected by the Board of Directors was presented to the General Meeting. Pursuant to the item 4 of the agenda, information about the donations and aids made during 2012 was given to the General Meeting. The shareholders didn t use their right to ask questions and no proposal was made apart from the items in the agenda during the General Meeting. Material decisions as referred in the Turkish Commercial Code are submitted to the approval of the shareholders during the General Meeting. The minutes of the General Meeting are published at The Extraordinary General Meeting was held on In the meeting, it was resolved that the articles 3, 4, 5, 8, 9, 15, 18, 19, 20, 21, 22, 23, 24, 25, 28, 34, 35, 36, 37, 38, 41, 42, 44, 45, 46, 48, 49, 51, 53, 54, 61, 71, 72, 73 and 77 of the Articles of Association of the Company be amended and the articles 6, 26, 27, 29, 30, 31, 32, 39, 40, 43, 47, 50, 76, 78 and 80 be deleted pursuant to the new Turkish Commercial Code.

17 5. Voting Rights and Minority Rights There isn t privileged voting right in the Articles of Association. There isn t a provision in the Articles of Association which gives accumulated voting right in the existing shareholding percentages and shareholding structure for fear that it may mar the harmonious management structure of the Company. This issue is governed by the relevant laws, and in case the abuse of the accumulated voting right by the minority is prevented, this matter will be evaluated by the General Meeting. There isn t any provision in the Articles of Association regarding the minority rights. There isn t a representative of the minority shareholders in the Board of Directors the members of which are appointed by the General Meeting. 6. Right to Profit Share There isn t any privilege regarding taking a share from the profits of the Company. The method and timing of profit distribution are specified in the articles 51, 63 and 68 of the Articles of Association. As per our Corporate Governance Principles, the profit distribution policy of the Company provides that the dividend which is compulsorily payable pursuant to the existing rules of the Capital Markets Board and the principles established by the Capital Markets Board in its meeting no. 4/67 of regarding the distribution of dividends and gratis shares of stock is to be paid in cash and/or by gratis shares of stock. Profit distribution of the Company is being done within the statutory times. The profit distribution policy of the Company is to distribute cash dividend at the rate of 50% of the distributable profit as minimum. The dividend policy is reviewed by the Board of Directors each year in view of the national and global economic conditions, the projects in the agenda and the standing of the funds. The profit distribution policy we explained above regarding this subject-matter was submitted to the information of the shareholders in the General Meeting. 7. Transfer of Shares Publicly held share certificates can be transferred by way of blank endorsement. For transfer of non-publicly held share certificates, however, the provisions of the Capital Markets Law apply. Pursuant to the Regulation on the Establishment and Working Principles Applicable to Insurance Companies and Reinsurance Companies, direct or indirect acquisition or transfer of shares which are equal to or exceeds ten percent, twenty percent, thirty-three percent or fifty percent of the capital of an insurance company is subject to the prior permission of the Under Secretariat of Treasury of the Prime Ministry of the Republic of Turkey. SECTION II: PUBLIC DISCLOSURE AND TRANSPARENCY 8. Information Policy The Information Policy adopted by the Board of Directors of the Company within the scope of the Corporate Governance Principles of the Capital Markets Board is given under the Investor Relations section of our Internet site. The General Manager, Mr. Uğur GÜLEN, and the Assistant General Manager, Mr. Erkan ŞAHİNLER, are responsible for the enforcement of the information policy. 9. Internet Site of the Company and Its Content The Internet site of the Company has content in Turkish and English and its address is: The information cited in the item of the Section II of the Corporate Governance Principles of the Capital Markets Board is given under the heading of Investor Relations in our Internet site. Of the issues explained under this heading,

18 The shareholding structure as of now is given under the heading of Equity Structure, Detailed information about privileged shares under the heading of Privileged Shares, The management structure as of now under the heading of Board of Directors, The final version of the articles of association under the heading of Articles of Association, The trade registry details under the heading of Trade Registry Info, The periodic financial statements and reports under the heading of Financial Data, The annual reports under the heading of Annual Reports, The agendas of the General Meetings under the heading of General Assembly Agenda, The list of attendants and the minutes of the general meeting under the heading of General Assembly Attendants List, The form of proxy for voting under the heading of Proxy Voting, Material event disclosures under the heading of Material Event Disclosure, Requests of information received by the Company and the frequently asked questions and answers given to them under the heading of Frequently Asked Questions, In addition to these, the points of communication to be used for relations with the shareholders and the institutional investors under the heading of Investor Relations Communication. 10. Annual Report The Company submits the requirements of the Corporate Governance Principles to the information of the shareholders in the Annual Report. The Annual Report ensures that the public has access to full and accurate information about the activities of the company. SECTION III: BENEFICIARIES 11. Informing of Stakeholders Employees of the Company are informed through meetings, seminars and training courses held in the fields of specialty of them and in the topics concerning them in general and by the information sent via the portal application and the Internet. Our distribution channels are informed periodically through announcements made by circulars published on the Benim Aksigortam, İş Ortaği Girişi [My Aksigorta, Business Partner Log In] page in the web site of the Company at as well as through traditional and regional agency meetings and preliminary and technical training courses and by electronic mails. Employees of the Company are informed through meetings, seminars and training courses held in the fields of specialty of them and in the topics concerning them in general and by the information sent via the portal application and the Internet. 12. Participation of Stakeholders in the Management Participation of the employees in the management is ensured through periodic meetings. The monthly executive meetings are attended by executives from the regional management offices and the departments. The meetings held at the departments intend to support the executive meetings. In addition, all employees are informed in groups about practices, policies and targets through information exchange meetings and their views are received and their participation in and contribution to the management of the Company actively as necessary is ensured. Annual performance assessment meetings are held with the employees. In the meetings, employees are provided with feedbacks about their performance and allowed to express their views and expectations.

19 Through the regional agency meetings, developments in the insurance industry and the changing competition environment are shared with the agents. Through the Free Speech practices in these meetings, the agents express their current problems to the local and head office management units. In this way, Aksigorta receives feedback about the current policies and takes into account the views of the agents when establishing the company strategies. 13. Human Resources Policy Human resources policies of the Company are managed in line with the vision, mission and values of the Company. In order to attain the targets of the Company, it is essential to do an organizational planning in harmony with the strategies of the Company and to work with the employees who know the values of the Company and live to these values. The Company aims at increasing the motivation and performance of the employees through internal promotion, target-based efficient performance management, development activities fulfilling the long term development needs as well as social clubs and activities. Behavioral characteristics expected from the employees in line with the vision, mission and values have been communicated to the employees through the Catalogue of Competencies. Besides the targets, competencies are a part of the annual performance assessment. Strengths and development areas of the employees are identified through 360-degree assessment, behavior-based interviews and applications of the development and assessment center, and the development programs of the Company are designed accordingly. Carrying out of the relations with the employees is among the main responsibilities of the executives. The managers are closely concerned with the problems of their subordinates and track their development capabilities. The Employee Representation Group, as the voice of all employees, gives support to the taking and diffusion of actions toward raising the Employee Loyalty according to the results of the Employee Survey and to the communication of the Human Resources practices across the Company. Established in 2012, the employee representation group represented all Aksigorta employees through 25 employees as the group member in 2012 and 32 employees in Duty of the employee representatives is to give support to the works aiming raising of the employee Loyalty, to act, as the Envoys of Transformation, as bridge between their own department/regional office and function and the Human Resources, to give support to internal communication and to announce and spread the communication made to their own department/regional office and function. Establishment and maintenance of a fair working environment is one of the fundamental ethical values of the Company. 14. Ethical Rules and Social Responsibility The Company has established and published business ethical rules. At the beginning of their job, the employees are informed about the business ethical rules and receive business ethics refreshment training regularly each year. There is an Ethical Board Consultant within the organization of the Company, to whom all stakeholders can contact for recommendations, complaints and questions about the ethical rules. The business ethical rules applied at Sabancı Holding and its subsidiaries are announced to public on the Internet page of the Holding. The fact that awareness of risk and insurance is at very low level suggests that the first thing to do in order to develop the insurance industry is to raise the awareness of the public about the insurance products. In its social responsibility activities and all events, Aksigorta focuses on raising the awareness of the risk and insurance in all segments of the society, preliminary the children and the women, against the fatalistic mentality of the Turkish people. Having aimed at adding positive values to the society through a number of awareness-raising and educational projects since the very day of its establishment, Aksigorta regards the Social Responsibility as one of the most important elements of the corporate culture.

20 In cooperation with AKUT, the Search and Rescue Society, which is one of the most efficient non-governmental organizations of Turkey in the field of natural disasters and search and rescue operations, Aksigorta launched in 2010 the project called "Hayata Devam Türkiye" [Keep Living Turkey] which is a traveling educational project comprising Turkey's first 3G-Force Earthquake Simulator which travels all over Turkey with the aim of creating and raising awareness of the public about natural disasters. The project, which aims at creating and raising the awareness of Turkish people about the insurance and has been planned to last 5 years, has completed the first four years. The "Keep Living Turkey" truck reached nearly 1 million people in 23 provinces and 24 sub-provinces during its journey which lasted 2 months. In order to spread its awareness-raising words to a wider public, Aksigorta provided information to 1.4 million people through works in the social media. At the end of the 4 th pnase of the marathon, total 2.4 million people said yes to Keep Living. At the end of the fourth year, 5.4 million people were reached. The Keep Living Turkey project made it to the finals for SABRE awards, to which applications were made, and was the project from Turkey which won the Golden SABRE 2013 award. The Keep Living Turkey project was awarded with the best project prize in the Corporate Responsibility-Education category of the Golden Compass Awards 2012 which was awarded by the Public Relations Society of Turkey as one of the most prestigious awards of Turkey. Apart from the project "Keep Living Turkey", another project of Aksigorta is YADEM, the Fire and Earthquake Education Center. YADEM, which has been built with the support of the late Sakıp Sabancı entirely with the Turkish technology and which is a rare example of its kind in the world, was established in 1996, before the Marmara Earthquake in In the center, which has the "best" quality according to the level of technology in those years, the fire and earthquake simulators built on advanced technology are introduced to the children as a first application of its kind. Aksigorta donated YADEM, where 15,000 children at age 7-14 receive training by means of simulations each year, to the Science Center of Şişli Municipality in 2006 in order to offer the services of the center to a wider public. While carrying its long-standing past to future, Aksigorta believes that its responsibility is great. Thinking that the priority is to realize sustainable projects which will cultivate risk awareness in education and society, Aksigorta has placed its current projects in this field, the essence of which is education, on a long term platform. Aksigorta will continue to realize different projects which will contribute to upbringing of generations with sound awareness about natural disasters and insurance. SECTION IV: BOARD OF DIRECTORS 15. Structure and Formation of the Board of Directors Members of the Board of Directors are elected for a term of three years. Names and vitae as well as duties of the members of the Board of Directors of the Company are as follows: Haluk DİNÇER, Chairman of the Board of Directors (Since ) Born 1962, İstanbul, Haluk Dinçer obtained bachelor s degree in mechanical engineering in 1985 and MBA degree in 1988 from University of Michigan. Haluk Dinçer began his career as project engineer in General Motors Technical Center in the USA in Joined Sabancı Group in 1995, Mr. Dinçer acted first as the Vice Chairman of the Board of Directors of TemSA and then, in 2001, as the Vice President of Food and Retail Group and, in 2002, as the President of Food Group. Mr. Dinçer acted as the President of the Retail Group in 2004 and the Chairman of the Board of Directors of CarrefourSA, DiaSA and TeknoSA which are members of the Group. Following the restructuring in the group in 2011, Mr. Dinçer has also assumed the role of Chairman of the Board of Directors of AvivaSA and Aksigorta. Mr. Dinçer is at the same time the President of DEİK/Turkish-American Business Council, the Vice Chairman of the Board of Directors of TÜSİAD and a member of the Board of Directors of the American-Turkish Council (Washington, DC) and American-Turkish Society (New York). Mr. Dinçer is married to Suzan Sabancı Dinçer and father of two children.

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