FROM ŞEKERBANK TÜRK ANONİM ŞİRKETİ

Transcription

1 FROM ŞEKERBANK TÜRK ANONİM ŞİRKETİ THESE ARE THE EXPLANATIONS FOR THE INCREASE OF OUR ISSUED CAPITAL FROM NEW TURKISH LIRAS TO ,00 NEW TURKISH LIRAS BY ADDING NEW TURKISH LIRAS ALL AT ONCE IN CASH AND SALE OF THE SHARES REPRESENTING THE CAPITAL INCREASED AGAINST CASH. THE SHARES TO BE ISSUED AS A RESULT OF THIS CAPITAL INCREASE WERE REGISTERED BY THE CAPITAL MARKET BOARD ON 22/08/2007 WITH NUMBER 69/866. ON THE OTHER HAND, SUCH A REGISTRATION SHALL NOT BE INTERPRETED AS A GUARANTEE FROM THE BOARD OR STATE FOR OUR COMPANY. PURSUANT TO THE PROVISIONS OF CAPITAL MARKET BODY, THE ISSUERS ARE RESPONSIBLE FOR THE CORRECTNESS AND TRUTH OF THE INFORMATION CONTAINED IN THE EXPLANATION LETTER AND ITS ANNEXES. ON THE OTHER HAND, THE BROKER COMPANIES WHO DO NOT GIVE THE REQUIRED CARE MIGHT BE RESPONSIBLE FOR THE INDEMNIFICATION OF THE DAMAGE OR LOSS CAN NOT BE INDEMNIFIED FROM THE ISSUERS. BESIDES THESE THE INDEPENDENT AUDIT COMPANIES ARE LEGALLY RESPONSIBLE FOR THE DAMAGE AND LOSS STEM FROM THEIR WRONG AND MISLEADING INFORMATION CONTAINED IN THEIR OPINION REPORTS ABOUT THE FINANCIAL TABLES AND STATEMENTS AUDITED BY THEM. The Opinions of Other Public Institutions: 1. Opinions of Banking Regulation and Supervision Agency (BDDK) a) Opinion letter of BDDK dated and numbered BDDK.UYI/ sent to SPK on the issue. We have no objections to increase of the issued capital of Şekerbank T.A.Ş. from , YTL to , YTL by adding , YTL all at once in cash within ,YTL capital ceiling limit pursuant to the provisions of Banking Law numbered b) Opinion letter dated and numbered BDDK.UYI/ sent by BDDK to Şekerbank T.A.Ş. about the subject. In our letter dated today we informed the Capital Market Board that we have no objections to increase of the issued capital of your bank from , YTL to , YTL by adding , YTL all at once in cash within ,YTL capital ceiling limit pursuant to the provisions of Banking Law numbered I. INFORMATION ON OUR COMPANY A. GENERAL INFORMATION 1. Trade Title : ŞEKERBANK TÜRK ANONİM ŞİRKETİ 2. Headquarters and Branches : Headquarters: Büyükdere Caddesi No: 171 Metrocity İş Merkezi ABlok Levent/Istanbul 1 Branch Addresses: Given in Annex2. 3. Actual Management Place (Address) : Büyükdere Caddesi No: 171 Metrocity İş Merkezi ABlok Levent/Istanbul

2 4. Registration Date, Registration Number and Trade Registration Office : Our Company was incorporated on and registered at Eskişehir Trade Registry with registration number 5786 and pursuant to the decision taken at the extraordinary meeting of general assembly held on , the company center was transferred to Istanbul and registered to Istanbul Trade Registry on with registration number Term : Limitless 6. Number of known shareholders : Jurisdiction applied for the Company : Laws of Turkish Republic 8. Aim (Business Scope) : Pursuant to Article 4 of the Articles of Incorporation the aim and scope of the Company is, A To carry out all the banking transactions, B To make undertakings related to the industry, agriculture and mines and purchase the shares and debentures of the companies established for the same purposes, C To deal with any kind of agency, attorneyship, transportation, insurance and other kinds of agency transactions to carry out general commissioning and warehousing transactions. D To purchase and sale Turkish Republic payable bonds, Treasury bonds and debentures and the payable bonds of other official and private bodies and entities in compliance with the provisions of capital market legislations. E To be an incorporator shareholder of Sugar Factories. F To mediate the credit and other transactions of Sugar Beat Cooperatives and their members with Sugar Factories, Banks and other companies, when it is deemed required being a guarantor for the credits to be obtained by them provided that the explanations that are required to be made by the Capital Market Board are made. G To deal with the activities those are required for the economical development of the Country and permitted by the Bank Law and the related legislations and undertake any works for this purpose. H To carry out and perform any activities and transactions those are permitted by the Bank Law and related legislations and laws. I To establish or cancel any pledges, deposits, liens, trade operation pledges and any other securities on any asserts against the receivables of the Company or any third party, to be a guarantor for the receivables of third parties, to cancel the given securities or guarantees proved that making the explanations required to be made by the Capital Market Board. B. INFORMATION ON EXISTING CAPITAL AND SHARES 1. i) Registered Capital Ceiling : YTL ii) Issued Capital : YTL 2

3 2. The real or juridical person shareholders holding 5% or more of the paid capital as of the last two ordinary general meetings of members: Shareholder s; Trade Title/ Name Surname ŞEKERBANK T.A.Ş. Personnel Additional Social Security and Support Fund Foundation ŞEKERBANK T.A.Ş. Personnel Social Insurance Fund Foundation Shareholding 29/03/ /04/ /05/2007 (Thousand (%) (Thousand (%) (Thousand (%) YTL) YTL) YTL) TURANALEM Securities JSC Kayseri Şeker Fabrikası A.Ş Konya Şeker Fabrikası A.Ş S.S. Afyon Sugar Beat Production Coop S.S. AkşehirIlgın Sugar Beat Production Coop. S.S. Amasya Sugar Beat Production Coop S.S. Ankara Sugar Beat Production Coop S.S. BalıkesirBursa Sugar Beat Production Coop S.S. BurdurIsparta Sugar Beat Production Coop S.S. Dinar Sugar Beat Production Coop S.S. Elbistan Sugar Beat Production Coop S.S. Eskişehir Sugar Beat Production Coop S.S. Kayseri Sugar Beat Production Coop S.S. Kırşehir Sugar Beat Production Coop S.S. Konya Sugar Beat Production Coop S.S. Kütahya Sugar Beat Production Coop. S.S. Sivas Sugar Beat Production Coop S.S. Turhal Sugar Beat Production Coop PANKOBİRLİK S.S. Sugar Beat Production Coop Sugar Beat Producers Health and Training Foundation Commonwealth Of Pennsylvania Public School Employees Retirement System Teachers Retirement System Of Louisiana PUBLIC SALE TOTAL , , ,00 3. The kinship relations among the shareholders whose shareholding or voting rights are equal to 5% or more of the paid capital: NO 4. The real or juridical persons who own the Company capital directly or indirectly; Name Surname / Shareholding Trade Title Amount (YTL) Percentage (%) Bank TuranAlem Group ,00 33, The shareholders that can effect the issuer management directly or indirectly: Name Surname / Shareholding Trade Title Amount (YTL) Percentage (%) ŞEKERBANK T.A.Ş. Personnel Additional Social Security ,00 33,9787 and Support Fund Foundation TuranAlem Securities JSC ,00 33,9787 3

4 6. Information representing the shares; Issuanc e Group Privilege Type Registered /Bearer Shares Share Nominal Value (YTL) Total (YTL) Capital Shareholdin g (%) XI NO NO REGISTERED ,8 XII NO NO REGISTERED ,2 XIII NO NO REGISTERED ,0 TOTAL Information on the capital increases or decreased performed within the last three years together with their sources, created/canceled share groups and other transactions effecting the number of shares: (YES) Capital Increase Date Increase Amount Cash Emission Premium YDDAF Reserves Other * *Capital increase was registered in the accounting records in If the Company issued any shares by public sale or assigned sale within the last twelve months, information on the characteristics of these transactions, number and characteristics of the shares subject to these transactions and the related real and/or juridical persons: NO 9. Selection of the management and audit organs pursuant to the provisions of the Articles of Incorporation: BOARD OF DIRECTORS: Article 21 The transactions of the Company are realized by a Board of Directors consists of no less than 9 (nine) and no more than 13 (thirteen) members (including the General Manager, who is a natural member of the Board of Directors). On the other hand, if any person who is not a shareholder is assigned as a Board of Directors member, they can start to work as a Board of Directors member only after they become a shareholder of the Company. A juridical person, who is also a shareholder, can not be a Board of Directors member. On the other hand, real persons who are the representatives of the juridical persons can be assigned as Board of Directors members Bank general manager or in case of his absence his deputy shall be the natural members of the Board of Directors. The Board of Directors members have to give an oath in compliance with the relevant articles of Banks Law after their assignment. OFFICE PERIOD FOR THE BOARD OF DIRECTORS MEMBERS: Article 22 The Board of Directors members are assigned with an office period of three years. At the end of this period the Board of Directors shall be renewed. The General Assembly shall have the right to replace the Board of Directors members at any time when it is deemed required. NUMBER AND OFFICE PERIODS OF THE AUDITORS: Article 36 The General Assembly might assign three auditors either among the shareholders or other persons for an office period of there years. More than half of the auditors have to be Turkish citizens. The auditors whose office periods are over can be reassigned. The Board of Directors members can not be assigned as an auditor unless they are accrued by the general assembly. The Auditors can not be assigned as Board of Directors members or work as an officer of the Company. Pursuant to the provisions of Banks Law, the persons who are prohibited to work at the banks can not be assigned as auditors. 4

5 10. Information on the aggravated quorums stated in Articles of Incorporation: MEETING AND DECISION QUORUMS FOR THE BOARD OF DIRECTORS: Article: 30 The meeting quorum for the Board of Directors is seven (7) and the decisions are taken by the positive decisions of seven members attending the meeting. For the issues related to the rights, authorities and responsibilities of the Board of Directors members and the management of the Company but not stated in this Articles of Incorporation the provisions of Banks Law, Capital Market Board Legislations and Turkish Commercial Code are applied. The Board of Directors meetings shall not be binding unless they are signed and registered in the decision book. QUORUM: Article: 52 Unless otherwise stated in Turkish Commercial Code and this Articles of Incorporation, the shareholders representing at least 67% of the company capital is required to be present by person or proxy at the ordinary and extraordinary General Assembly meetings. If the required meeting quorum can not be met at the first meeting, the shareholders are invited to the second meeting. The relevant provisions of Turkish Commercial Code are applied for such second meeting. In the general assembly meetings decisions are taken by the majority of the votes represented at the meeting by person or proxy. The second meeting shall be held no less than two weeks and no more than one month later from the first meeting. 11. The Rights given to the benefit bonds issued pursuant to the provisions of Articles of Turkish Commercial Code: NO 12. Transfer of shares: TRANSFER AND LAW CESSION OF REGISTERED SHARES: Article: 12 Registered share certificates can be transferred provided that the liabilities stated in the İMKB Quotation Regulation are saved. Such a transfer shall be valid and binding for the company or third parties only if it is registered in the Company share book. On the other hand, the exceptional provisions of Capital Market Board and the liabilities stated in İMKB Quotation Regulation are saved. The registration transaction is carried out upon the submission of the share certificate or the transfer document. The Company doesn t have to investigate the correctness and validity of the endorsements or transfer law cession declarations. 13. Information about if the same group shares of the Company are quoted/listed at the stock exchange (İMKB or other stock exchanges) or if there exists an application for this purpose: The share certificated of the Company are listed at İMKB. 14. Within current and previous years of the declaration preparation; a) Purchase offers of the third parties for the shares of the Company: On , Rabobank International Holding B.V. offered 2,72 for each share with a nominal value of 1 YTL for 36,50% of the shares with a total amount of YTL. On , TuranAlem Securities JSC offered 10,00 for each shares with a nominal value of 1 YTL for %33,9787 of the shares with a total amount of YTL. b) The purchase offers made by the Company for the shares and/or share certificates of other companies: NO c) Information on the price and results of the stated offer: as a result of the offer stated in paragraph a above, Rabobank International Holding B.V. purchased the shares of the Company. As a result of the offer made by TuranAlem Securities JSC, on %33,9787 of the shares of our company was sold with an aggregate amount of YTL and in this transaction 1o YTL was paid for each share with a nominal value of 1 YTL. TuranAlem Securities JSC applied to Capital Market Board for a call exemption and this application was 5

6 approved by the Board on Some of our shareholders applied to Istanbul 14 th Court of First Instance for the cancellation of the decisions taken at the general assembly decision dated This court case was registered with number 2006/501 E, the proofs related to the case were collected and the file was submitted to the experts. Now we wait for the return of the file from the expert and the court session shall be held on II. INFORMATION ON THE INCREASE CAPITAL SHARES 1. Decisions of the organ authorized to issue shares: The Board of Directors decision dated 10/04/2007 numbered 289 is given below. It was decided to increase our Company capital from YTL to YTL by adding YTL (at 220% level). 2. Information on the XIV. Issue shares to be issued to represent the capital to be increased against cash: Share Group Registered/ Bearer Nominal Value of a share (YTL) 6 Number of Shares Total Nominal Value (Thousand YTL) NO REGISTERED 1, ,00 TOTAL ,00 3. a) The distribution of the capital increase made from internal resources is given below (YTL): NO i. Extra ordinary Reserve Funds : ii. Real estate Sale Profit : iii. Partnership Sale Profit : iv. Company Capital Inflation Correction : Differences v. Other : TOTAL : b) Information on the issue shares to be taken from the equities and distributed among the existing shareholders free of charges: NO Share Group Registered/ Bearer Nominal Value of this Share (YTL) Number of Shares TOTAL Total Nominal Value (Thousand YTL) 4. a) The XIV.. Issue shares to be issued as a result of this capital increase does not restrict the new share purchase rights for the sales to be made later and they shall have the right to purchase share in the new issuances. b) The shares to be issued shall have the right to obtain dividends as of the financial period in which the circular related to the new share purchase rights, in case a profit is obtained, they shall have the right to receive dividends from 2007 year profit. On the other hand, if the financial term in which the announcement on the new share purchase right was made is completed, the shares sold after the completion of the financial period shall have the right to receive dividends from the 2008 year profit. c) The Date on which the right to receive dividends is obtained: The dividend receiving

7 right is obtained as of the date on which the announcement on the use of new share purchase right is made. 5. The privileged shares to be issued in this capital increase and the privilege characteristics: NO 6. The rights of the investors stem from the shares to be issued: Right to get share from the profit (SPKn Art.15), Right to get share from liquidation (TTK Art. 455), right to acquire shares free of charge (SPKn Art. 15), right to purchase new shares (TTKArt. 394, for the companies included in the registered capital system SPKn Art. 12), right to take part in the general assembly meetings (TTKn Art. 360), to take part in discussions at the general assembly meetings (TTkn Art. 375, Art. 369), voting right (TTK Art.373,374), right to get information (SPKn Art. 16, TTK Art. 362), examination and audit right (TTK Art. 363), right to open cancellation case (TTK Art , for the companies included in the registered capital system SPKn Art. 12). On the other hand, the minority rights stated in TTK Art. 341, 348, 356, 359, 366, 367 and 376. can be used by the shareholders representing at least one twentieth of the capital (SPKn Art. 11). 7. Information on transfer of the shares or any limitations related to these: Explained in Part I/B/ Information on if the new share purchase rights are restricted, if restricted the reasons of such restrictions: No restrictions 9. If exists, the amount and number of the shares allocated to specific persons: NO 10. If an allocation decision was taken for the shares left after the use of new share purchase right: NO 11. The names, addresses of the real or juridical persons who undertake to purchase the shares and the purchase price of each share: Şekerbank T.A.Ş. Personnel Additional Social Security and Support Fund Foundation İnönü Caddesi Tümşah Han No: 70 Kat:1 Gümüşsuyu / ISTANBUL TuranAlem Securities JSC Ulitza Khusainova 281 Granit Business Center Almaata, Kazakhstan When selling the Remaining Shares, the sale price of a share with a nominal value of 1 YTL shall be the price occurred at İMKB provided to be no less than the nominal value. 12. The rules related to the use of the new share purchase right by the shareholders a) The term of using the new share purchase rights: 15 days. The commencement and completion dates of this period shall be stated in the circular to be announced. If the last day of the disposal period for the new share purchase right is an official holiday, it shall be completed at 17:00 on the following working day. b) New share purchase rates of the shareholders on the basis of their existing shareholding in the paid/issued capital: c) The bank branch and the account number where the purchase prices are to be deposited: %220 Şekerbank T.A.Ş. Gümüşsuyu Branch Special Account No:

8 d) Application method: a) Basis related to the recorded shares i) Our shareholders who want to use the right to purchase new shares shall apply to the place(s) stated in paragraph (e) and submit the new share purchase coupons numbered 3 for their share certificates (the share certificates owned by them). Since the share certificates owned by our shareholders are monitored by the Central Registry Institution pursuant to the provisions of the regulations on registration system under Capital Market Legislation, if our shareholders deliver the share certificates owned by them, these delivered share certificates, a written report stating that these certificates shall be monitored with records by the Central Registry Institution shall be given to them. Our shareholders, who shall use their new share purchase rights, shall deposit the new share amounts agreed together with the Company to the above mentioned Bank Account number at the above mentioned bank account within the new share purchase right disposal period completely in cash and submit a copy of the payment voucher to the Company. ii) If the share amounts are not paid within the stated new share purchase right disposal period, the previous transactions shall be cancelled. iii) Our shareholders, who do not want to use their new purchase sale rights in this capital increase, shall have the right to relevant coupon within the new share purchase right disposal period. No physically printed share certificates shall be submitted for the shares to be issued in the future. The financial rights related to the share certificates that shall have not been delivered by 31 December 2007 shall be monitored in the records of MKK after that date and the rights related to the management shall be used by MKK. If the right owners deliver their share certificates in compliance with the relevant rules after 31 December 2007, their financial rights monitored from the registers of MKK shall be transferred to their accounts. The recorded shares certificates physically kept by the right owners can not be listed at the stock exchange. In order to have them listed at the stock exchange and have them recorded they have to be delivered and the registries about their ownership should be formed in MKK. b) Rules Related to the Recorded Shares i) Our shareholders who desires to use their new share purchase rights shall pay the new share amounts agreed with the Company to the Account numbered opened at the above mentioned bank account within the new share purchase right disposal period all at once in cash and a copy of the payment voucher shall be submitted to the Company. ii) If the share amounts are not paid within the new share purchase right disposal period, the previous transactions shall be cancelled. ii) Our shareholders, who do not want to use their new share purchase right in this capital increase, shall have the right to relevant coupon within the new share purchase right disposal period. e) Application Place(s): Şekerbank T.A.Ş. General Management Investor Relations and Subsidiaries Management Büyükdere Cad. No:171 Metrocity ABlok Levent/Istanbul Şeker Yatırım Duran Varlıklar A.Ş. Fulya Mah. Şenol Sokak No: 13/3 Şişli/Istanbul f) Share distribution time and place: The shares owned by all our shareholders shall be monitored from the registers of MKK under the frame of Capital Market Legislation. 13. Distribution basis for the shares to be given free of charge: NO 8

9 14. Rules related to the public offering of the shares remaining after the use of new share purchase rights: a) Public offering period: is 2 days. The commencement and completion days of this period shall be stated in the circular to be announced. b) The newspapers where the public offering circular is to be announced: Dünya and Referans Newspapers c) Application method and place: The investors who desire to be a shareholder of the Company by purchasing shares in this capital increase should apply to one of the stock exchange members formed by the banks and brokers authorized to carry out transactions at Istanbul Stock Exchange within the sale period. When the share amounts are collected by Şeker Yatırım Duran Varlıklar A.Ş., the stock exchange member carrying out the sale transactions, these shall be deposited to the Special Account numbered opened at Şekerbank T.A.Ş. Gümüşsuyu Branch. d) Share distribution time and place: The shares of the shareholders who purchased shares offered to public after the use of share purchase rights shall be started to be monitored by the MKK on the basis of the registrations of the right owners within the frame of the Capital Market Legislations 15. Sale price: a) The sale price for a share with a nominal value of 1,00 YTL while using the new share purchase right: 1,00 YTL. b) The sale price of a share with a nominal value of 1 YTL and that was left after the use of share purchase right: The price to be occurred at İ.M.K.B. provided that no less than the nominal value. 16. Sale Method: Pursuant to the provisions of the Capital Market Board Announcement numbered VIII 22 Sale at Stock Exchange shall be applied. 17 Information on the assignments to the specific countries if the sale is to be made in several countries at the same time: NO 18. Evaluations of the management and the broker companies about the methods employed for the determination of the prices and the prices: The shares shall be sold on their nominal value. 19. a) The institution(s) that shall act as a brokers in the sales and/or the institution(s) that shall make an undertaking and the institution(s) that render cashier services and their addresses: Şeker Yatırım Duran Varlıklar A.Ş. Fulya Mah. Şenol Sokak No:13/3 ŞişliIstanbul Tel: (0212) b) The type of brokering and the amount of the shares that were not undertaken: Best effort brokering 9

10 c) The total amount to be paid to the broker company/companies and the share of this amount within the total shares to be issued: Total amount to be paid to the broker Company is YTL and its share within the total shares to be issued is 4,55%. 20. Total or per share cost to be paid by the Company for the issuance of the shares: Total public offer cost is YTL and the cost per share is 0,0033 YTL. 21. Estimated net cash entry for the Company and where this amount to be used: YTL to be gained from the capital increase shall be used to strengthen the capital structure of the Bank. 22. Elapse of time for dividend receiving right: The profit share amounts that are not collected by the shareholders and other persons having a share in the profit and the dividend advance amounts that can not be collected by the shareholders shall be subject to elapse of time within five years after the dare of distribution. The provisions of Law numbered 2308 on the Transfer of the Coupons Debenture and Share Certificate fees subject to elapse of time to the Treasury shall be applied for the dividend and dividend advance amounts subject to elapse of time. 10

11 III. INFORMATION ON FINANCIAL SITUATION A. FINANCIAL TABLES OF THE COMPANY PREPARED IN COMPLIANCE WITH THE TURKISH ACCOUNTING STANDARDS The footnotes for the financial tables of the Company for 2005 and 2006; and as of 31/03/2006 and 31/03/2007 intermediate terms are given below. i) The consolidated balance sheets of the Company as of , and 31/03/2007: ŞEKERBANK T.A.Ş. CONSOLIDATED BALANCE SHEET TRY THOUSAND ASSETS I. CASH AND BALANCES WITH THE CENTRAL BANK OF TURKEY II. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS (Net) Financial assets held for trading Public sector debt securities Securities representing a share in capital Other marketable securities Financial assets at fair value through profit and loss Public sector debt securities Securities representing a share in capital Other marketable securities 2.3 Derivative financial assets held for trading III. BANKS AND OTHER FINANCIAL INSTITUTIONS IV. MONEY MARKET SECURITIES Interbank money market placements 4.2 Istanbul Stock Exchange money market placements 4.3 Receivables from reverse repurchase agreements V. FINANCIAL ASSETS AVAILABLE FOR SALE (Net) Securities representing a share in capital 5.2 Public sector debt securities Other marketable securities VI. LOANS Loans Loans under followup Specific provisions () VII. FACTORING RECEIVABLES VIII. INVESTMENTS HELD TO MATURITY (Net) Public sector debt securities Other marketable securities IX. INVESTMENTS AND ASSOCIATES (Net) Consolidated with equity method 9.2 Nonconsolidated investments and associates Financial investments and associates Nonfinancial investments and associates X. SUBSIDIARIES (Net) Financial subsidiaries 10.2 Nonfinancial subsidiaries XI. JOINT VENTURES (Net) 11.1 Consolidated with equity method 11.2 Nonconsolidated joint ventures Financial joint ventures Nonfinancial joint ventures 11

12 XII. RECEIVABLES FROM LEASING TRANSACTIONS (Net) Finance lease receivables Operational leasing receivables 12.3 Others 12.4 Unearned income ( ) XIII. DERIVATIVE FINANCIAL ASSETS HELD FOR HEDGING 13.1 Fair value hedges 13.2 Cash flow hedges 13.3 Hedges for investments made in foreign countries XIV. PROPERTY AND EQUIPMENT (Net) XV. INTANGIBLE ASSETS [Net] Goodwill 15.2 Other XVI. TAX ASSETS Current assets for tax Deferred assets for tax XVII. PROPERTY AND EQUIPMENT HELD FOR SALE PURPOSE (Net) XVIII. OTHER ASSETS TOTAL ASSETS LIABILITIES I. DEPOSITS II. DERIVATIVE FINANCIAL LIABILITIES HELD FOR TRADING III. FUNDS BORROWED IV. INTERBANK MONEY MARKET Interbank money market takings 4.2 Istanbul Stock Exchange money market takings 4.3 Funds provided under repurchase agreements V. MARKETABLE SECURITIES ISSUED (Net) 5.1 Bills 5.2 Asset backed securities 5.3 Bonds VI. FUNDS VII. MISCELLANEOUS PAYABLES VIII. OTHER EXTERNAL RESOURCES IX. FACTORING PAYABLES X. LEASING TRANSACTIONS PAYABLES (Net) 10.1 Finance leasing payables 10.2 Operational leasing payables 10.3 Other 10.4 Deferred finance leasing expenses ( ) XI. DERIVATIVE FINANCIAL LIABILITIES HELD FOR HEDGING 11.1 Fair value hedges 11.2 Cash flow hedges 11.3 Hedges for investments made in foreign countries XII. PROVISIONS General provisions Restructuring reserves 12.3 Reserves for employee benefit Insurance technical reserves (Net) 12.5 Other provisions XIV. TAX LIABILITIES Current liabilities for tax Deferred liabilities for tax XV. LIABILITIES FOR PROPERTY AND EQUIPMENT HELD FOR SALE PURPOSE XIII. SUBORDINATED LOANS 12

13 XVI. SHAREHOLDERS` EQUITY Paidin capital Supplementary capital Share premium Share cancellation profits Marketable securities value increase fund Value increase in revaluation fund of property and equipment Value increase in revaluation fund of intangible assets Free shares from investment and associates, subsidiaries and joint ventures Hedging funds (Active part) Value increase in property and equipment held for sale purposes Other capital reserves Profit reserves Legal reserves Status reserves Extraordinary reserves Other profit reserves (2.776) (2.689) (2.876) 16.4 Profit or loss Prior year income/loss Current year income/loss Minority TOTAL LIABILITIES

14 ii) Consolidated income tables of the Company years ending as of and and the intermediate terms ending as of 31/03/2006 and 31/03/2007 INCOME STATEMENT I. INTEREST INCOME Interest on loans Interest received from reserve deposits Interest received from banks Interest received from money market transactions Interest received from marketable securities portfolio Financial assets held for trading Financial assets where value change is reflected to income statement Financial assets available for sale Investments held to maturity Finance lease income Other interest income II. INTEREST EXPENSE Interest on deposits Interest on funds borrowed Interest on money market transactions Interest on securities issued 2.5 Other interest expense III. NET INTEREST INCOME (I II) IV. NET FEES AND COMMISSIONS INCOME Fees and commissions received Cash loans Noncash loans Other Fees and commissions paid Cash loans Noncash loans Other V. DIVIDEND INCOME VI. NET TRADING INCOME (8.842) Profit/losses on trading account securities (Net) (4.350) (11.336) 6.2 Foreign exchange gains/losses (Net) (19.886) (1.560) VII. OTHER OPERATING INCOME VIII. TOTAL OPERATING INCOME (III+IV+V+VI+VII) IX. PROVISION FOR LOAN OR OTHER RECEIVABLES LOSSES () X. OTHER OPERATING EXPENSES () XI. NET OPERATING INCOME/EXPENSE (VIIIIXX) XII. SURPLUS WRITTEN AS GAIN AFTER MERGER PROFIT/LOSSES FROM EQUITY METHOD APPLIED XIII. ASSOCIATES XIV. NET MONETARY POSITION GAIN/LOSS XV. INCOME/EXPENSE BEFORE TAXES (XI+XII+XIII+XIV) XVI. PROVISION FOR TAXES ON INCOME (±) (6.692) (24.618) (11.183) (17.228) 16.1 Current tax provision (7.734) (14.621) (6.184) (27.557) 16.2 Deferred tax provision (9.997) (4.999) XVII. OPERATING INCOME/LOSS AFTER TAXES Activities stopped 17.2 Others XVIII. NET PROFIT/LOSSES (XV±XVI+XVII) Group's profit/loss Minority shares 401 (2.004) (207) 368 Earnings/Losses per share 0,0003 0,0004 0,0001 0, Profit Distribution Tables for the Last Three Years: In the general meeting of members of our Bank held on 30 April 2007, it was decided to separate 3,868,409 YTL of the 2006 profit at an amount of 77,368,185 YTL and taken as a base for distribution as legal reserves and assign remaining 73,499,776 YTL as the extra ordinary reserves. No dividend distribution was made in In 2005 the profits taken as a base for profit distribution was 37,029,350 YTL and 1,852,500 YTL of this amount shall be allocated as legal reserves and remaining 35,176,850 YTL shall be allocated as extra ordinary reserves. 14

15 PROFIT DISTRIBUTION TABLE BILLION TURKISH LIRAS I. TERM PROFIT DISTRIBUTION ( 31/12/2004 ) 1.1.TERM PROFIT TAXES AND OTHER LIABILITIES TO BE PAID () Incorporation Tax (Income Tax) Income Tax Deduction Other Taxes and Legal Liabilities A. NET TERM PROFIT (1.11.2) PREVIOUS TERMS LOSSES () 1.4.FIRST LEGAL CAPITAL RESERVE () FUNDS THAT HAVE TO BE KEPT AT THE BANK AND SAVED () B. NET DISTRIBUTED TERM PROFIT [(A( )] FIRST DIVIDEND TO THE SHAREHOLDERS () To the Share Certificate Owners To the Privileged Share Certificate Owners To Contribution Benefit Shares To the Debentures Receiving Shares To the Profit and Loss Partnership Certificate Owners 1.7.DIVIDENDS TO THE PERSONNEL () 1.8. DIVIDENDS TO THE BOARD OF DIRECTORS () 1.9.SECOND DIVIDEND TO THE SHAREHOLDERS () To the Share Certificate Owners To the Privileged Share Certificate Owners To the Contribution Benefit Owners To the Share Receiving Bonds To the Profit and Loss Partnership Certificate Owners 1.10.SECON LEGAL CAPITAL RESERVE FUND () 1.11.STATUEARY RESERVES () 1.12.EXTRA ORDINARY RESERVES 1.13.OTHER RESERVES 1.14.SPECIAL FUNDS II. DISTRIBUTION FROM THE RESERVES 2.1.DISTRIBUTED RESERVES 2.2.SECOND LEGAL RESERVES () 2.3.SHARE TO THE SHAREHOLDER () To the Share Certificate Owners To the Privileged Share Certificate Owners To Contribution Benefit Bonds To the Share Receiving Debentures To the Profit and Loss Partnership Certificate Owners 2.4.SHARE TO THE PERSONNEL () 2.5.SHARE TO THE BOARD OF DIRECTORS () III. PROFIT PER SHARE 3.1.TO SHARE CERTIFICATE OWNERS TO SHARE CERTIFICATE OWNERS ( % ) 35,1 3.3.TO PRIVILEGED SHARE CERTIFICATE OWNERS 3.4.TO PRIVILEGED SHARE CERTIFICATE OWNERS ( % ) IV. DIVIDEND PER SHARE 4.1.TO SHARE CERTIFICATE OWNERS 4.2.TO SHARE CERTIFICATE OWNERS ( % ) 4.3.TO PRIVILEGED SHARE CERTIFICATE OWNERS 4.4.TO PRIVILEGED SHARE CERTIFICATE OWNERS ( % ) 4. Information per Share (1 Share = 1 YTL): a) Number of Shares

16 b) Book value of 1 Share (YTL) 0,0037 0,0035 0,0030 0,0030 c) Net Profit Per Share 0,0002 0,0004 0,0001 0,0003 Common Share Certificate 0,0002 0,0004 0,0001 0,0003 Privileged Share Certificate d) Net Profit Corrected per Share (YTL) (*) (*) Formula used for the Calculation of Net Profit per Share: d) Dividend per Share Common Share Certificate In cash In the form of Share Certificates Privileged Share Certificate In cash In the form of Share Certificates e) Corrected Dividend per Share (**) (**)Formula used for the Calculation of Net Profit per Share: iii) Company cash flow tables (*): CASH FLOWS FROM BANKING OPERATIONS Operating profit before changes in operating assets and liabilities ( ) ( ) Interest received (+) Interest paid () (92.022) ( ) (66.730) ( ) Dividend received (+) Fees and commissions received (+) Other income (+) (29.977) (4.008) Collections from previously written off loans and other receivables (+) Payments to personnel and service suppliers () (40.797) ( ) (36.456) ( ) Taxes paid () (16.089) (6.584) (26.579) (21.346) Other (+/) ( ) ( ) ( ) ( ) 1.2 Changes in operating assets and liabilities (44.704) (95.284) Net (increase) decrease in financial assets held for trading (+/) (32.606) ( ) Net (increase) decrease in financial assets where fair value change is reflected to I/S Net (increase) decrease in due from banks and other financial institutions (+/) Net (increase) decrease in loans ( ) ( ) Net (increase) decrease in other assets (+/) (68.391) (21.481) (65.466) Net increase (decrease) in bank deposits (+/) ( ) Net increase (decrease) in other deposits (+/) Net increase (decrease) in funds borrowed (+/) (4.767) (19.288) Net increase (decrease) in matured payables (+/) Net increase (decrease) in other liabilities (+/) (26.239) I. Net cash provided from banking operations(+/) (94.231) ( ) B. CASH FLOWS FROM INVESTING ACTIVITIES II. Net cash provided from investing activities(+/) (53.629) ( ) 2.1 Cash paid for purchase of investments, associates and joint ventures (5.932) (38) (11) Cash obtained from sale of subsidiaries, investments and associates and joint 2.2 ventures Fixed assets purchases () (6.730) (13.292) (2.593) (16.322) 2.4 Fixed assets sales (+) Cash paid for purchase of financial assets available for sale () ( ) ( ) ( ) ( ) 2.6 Cash obtained from sale of financial assets available for sale (+) Cash paid for purchase of investment securities () (73.047) (36.660) 16

17 2.8 Cash obtained from sale of investment securities (+) Other (+/) (1.172) (211) (136) (1.587) C. CASH FLOWS FROM FINANCING ACTIVITIES III. Net cash provided from financing activities (+/) (5) 3.1 Cash obtained from funds borrowed and securities issued (+) 3.2 Cash used for repayment of funds borrowed and securities issued () 3.3 Capital increase (+) 3.4 Dividends paid () (11) (5) 3.5 Payments for finance leases () 3.6 Other (+/) IV. Effect of change in foreign exchange rate on cash and cash equivalents (4.522) V. Net increase in cash and cash equivalents (I+II+III+IV) ( ) ( ) VI. Cash and cash equivalents at beginning of the year (+) VII. Cash and cash equivalents at end of the year (V+VI)

18 iv) Company capital change tables*: (*) It is a must to prepare the Company capital change table financial statements by the shareholders in compliance with the provisions of Announcement numbered XI 25 or International Financial Reporting Standards but it is not a must for the shareholders to prepare the same according to the provisions of the Announcement numbered XI 20 or 21.) ŞEKERBANK T.A.Ş. CONSOLIDATED EQUITY FLOW TABLE THOUSAND NEW TURKISH LIRAS CHANGES ON EQUITY ITEMS Paid Capital Paid Capital Inflation Correction Difference Share Certificate Issuance Premiums Share Certificate Legal Statuary Extra ordinary Other Term Net Cancellation Profits Reserves Reserves Capital Reserves Reserves Profit / (Loss) Previous Term Reevaluation Reevaluation Profit / (Loss) Fund Value Increase Mobile Asset Except Minority Right Minority Total Value Increase Fund Total Equity Right Equity PREVIOUS TERM (31/12/2005) I. Term Beginning Balance II. Corrections Made according to TMS 8 (9.395) Effect of Mistake Corrections 2.2 Effect of the Changes Made on Accounting Policies (9.395) III. New Balance (I+II) (3.665) Effect of Loss Settlement Changes within the Term IV. Increase/Decrease stem from merger V. From Mobile Assets Ready for Sale VI. From Risk Protection Transactions 6.1 Protection from Cash Flow Risk 6.2 Protection from Net Investment Risk Abroad Transferred Amounts VII. From Mobile Assets Ready for Sale VIII. From Risk Protection Transactions 8.1 Protection from Cash Flow Risk 8.2 Protection from Net Investment Risk Abroad IX. Term Net Profit or Loss X. Profit Distribution (82.656) (28) (5) (33) 18

19 10.1 Distributed Dividend (18) (18) (5) (23) 10.2 Amount Transferred to Reserves (81.960) 10.3 Other 668 (678) (10) (10) XI. Capital Increase 11.1 In cash 11.2 Material Fixed Assets Reevaluation Value Increases Subsidiaries, Depended Companies and Controlled 11.3 Companies Free of Charge Share Certificates 11.4 Mobile Asset Value Increase Fund Paid Capital Inflation Correction Difference Share Certificate Issuance 11.7 Currency Differences 11.8 Other XII. Change as a result of selling the assets XIII. Changes as a result of reclassification of the assets XIV. Payables like Primary Capital XV. Payables like Secondary Capital Effects of Changes on Subsidiary Equities on Bank XVI. Equities (715) (594) Term End Balance (III+IV+...+XIV+XV+XVI) (2.876) CURRENT TERM (31/12/2006) I. Previous Term End Balance (2.876) Interim Changes II. Increase/Decrease stem from Merger III. From Mobile Assets Ready for Sale (9.867) (9.867) (9.867) IV. From Risk Protection Transactions 4.1 Protection from Cash Flow Risk 4.2 Protection from Net Investment Risks in Abroad Transferred Amounts V. From Mobile Assets Ready for Sale VI. From Risk Protection Transactions 6.1 Protection from Cash Flow Risk 6.2 Protection from Net Investment Risks in Abroad VII. Term Net Profit (2.004)

20 VIII. Profit Distribution (38.149) (11) (11) 8.1 Distributed Dividend (11) (11) 8.2 Amount Transferred to Reserves (38.149) 8.3 Other IX. Capital Increase In cash Tangible Fixed Assets Reevaluation Value Increases Subsidiaries, Depended Companies and Jointly Controlled 9.3 Companies Free of Charge Share Certificates 9.4 Mobile Asset Value Increase Fund 9.5 Paid Capital Inflation Correction Difference 9.6 Share Certificate Issuance 9.7 Currency Differences 9.8 Other X. Changes stem from the Sale of the Assets XI. Changes stem from the Reevaluation of the Assets XII. Payables like Primary Capital XIII. Payables like Secondary Capital XIV. Effect of the Changes of Company Equities on Bank Equity Term End Balance (I+II+III+...+XII+XIII+XIV) (2.689)