REGULATION ON ESTABLISHMENT AND WORKING PRINCIPLES OF INSURANCE COMPANIES AND REINSURANCE COMPANIES

Transcription

1 REGULATION ON ESTABLISHMENT AND WORKING PRINCIPLES OF INSURANCE COMPANIES AND REINSURANCE COMPANIES Official Gazette of Publication: Issued By: Prime Ministry (Undersecretariat of Treasury) PART ONE Objective, Scope, Basis and Definitions Objective ARTICLE () The objective of this Regulation is to regulate the principles and procedures regarding the establishment, licensing, organization and directors, amendments to the article of association and share transfers, collection of insurance premiums, advertisements and commercials, merger, acquisition, portfolio transfer and winding up of insurance companies, reinsurance companies and Turkish organizations of insurance companies and reinsurance companies established abroad. Scope ARTICLE () This Regulation covers the insurance companies and reinsurance companies established or to be established in Turkey, as well as Turkish organizations of insurance companies and reinsurance companies established abroad. Basis ARTICLE () This Regulation has been prepared pursuant to the Insurance Law No. 68 and dated /6/007. Definitions ARTICLE () The following expressions in this Regulation shall have the following respective meanings; a) Minister: Minister to which the Undersecretariat of Treasury is attached to, b) Controlling shareholder: A person who alone or in concert with others, directly or indirectly controls the management of an insurance company or a reinsurance company, c) Law: Insurance Law No. 68, ç) Undersecretariat: Undersecretariat of Treasury, d) Reinsurance company: A reinsurance company established in Turkey, e) Insurance company: An insurance company established in Turkey, f) Company: An insurance company and/or reinsurance company.

2 PART TWO Establishment and Organization Establishment ARTICLE () Without prejudice to the provisions of article of the Law, incorporated companies established in accordance with the provisions of Turkish Commercial Code No. 676, or companies established as cooperatives to carry out mutual insurance activities as per the provisions of the Cooperatives Law No. 6, shall not engage in activities other than insurance activities and activities directly related with insurance activities. () In accordance with sub-paragraph (a) of the second paragraph of article of the Law, the financial power and standing required from a founder of the company is considered on the basis of; a) Real and financial assets and real estate, b) Obligations and liabilities, c) Capability to finance potential losses to be incurred during the term covered by the business plan, ç) Any due tax obligations, d) Any due social security premium obligations, e) Any execution proceedings against, for the loans and financing used in the last five year period, f) Other issues to be determined by the Undersecretariat to measure financial power and standing, regarding the relevant person. () In case any legal person founder is a part of a holding company, the sufficiency of the finances of the holding for sustaining insurance activities shall be assessed according to subparagraphs (a), (c) and (f) of the second paragraph. () Provisions of the first and third paragraphs shall apply for the Turkish branches of foreign insurance companies and reinsurance companies to engage in business activities in Turkey, while the sufficiency of the finances of controlling shareholders of such for sustaining insurance activities shall be assessed on the basis of sub-paragraphs (a), (c), and (f) of the second paragraph. Members of the board of directors ARTICLE 6 () Board of directors of companies shall be composed of no less than five persons including general manager. The general manager shall be an ordinary member of the board of directors. The general manager shall not be required to be a shareholder. () Without prejudice to the relevant provisions of the Turkish Commercial Code and Cooperatives Law, the members of the board of directors are required to meet the requirements specified in the second paragraph of article of the Law. The experience requirement applicable to the members of the board of directors shall be assessed on the basis of actual employment period in the relevant field. () The standing requirement concerning the members of the board of directors shall be assessed on the basis of the issues specified in sub-paragraphs (ç) to (f) of the second paragraph of article of this Regulation. () Within ten work days following the election of the members of the board of directors other than the general manager, or appointment of members as replacement for a seat vacated on any grounds, the documents specified below shall be sent to the Undersecretariat as attachment to a letter by the company.

3 a) Information and Declaration Form Regarding the Board Members, Auditors and Directors of Insurance Companies and Reinsurance Companies (Annex: ). b) Criminal registry record including the archived records, obtained in the last six months. c) Original copies of the documents to be obtained from official authorities, witnessing that the persons concerned are not bankrupt or have not declared bankruptcy. ç) Original or certified copies of the documents witnessing that the persons concerned do not have any due tax or social security premium obligations, obtained from relevant agencies. d) Letter of undertaking stating the person is not the holder of a share on the basis of a voting right or the capital, which is directly or indirectly ten percent and higher, or less then ten percent but grants the power to nominate members to the auditory board and the board of directors in a way that shall be effective in the auditing and management in such financial institutions which are subject to winding up, or which have been subject to the provisions of the Law, Article 0, paragraphs two and three (Annex: ). e) (Amended: OG ) Declaration of R.T. ID Nr. f) Diploma copy certified by a notary public or the relevant university/college. () In case the appointed members of the board of directors are found not to meet the requirements, the Undersecretariat shall demand the discharge of such persons. The company is obliged to comply with the demand, and notify the Undersecretariat within five work days, at the latest, that the relevant person was relieved of his/her duties. (6) A director s board of at least three persons including the branch manager, equipped with the powers and responsibilities of a board of directors for the relevant branch shall be established by the foreign insurance companies and reinsurance companies to operate in Turkey by opening a branch. The provisions of the present article shall also apply for the members of the director s board. Auditors ARTICLE 7 () The number of auditors of the company shall not be lower than two. The auditors are required to meet the qualifications specified in the sixth paragraph of article of the Law. () The standing requirement concerning the auditors shall be assessed on the basis of subparagraphs (ç) to (f) of the second paragraph of article of this Regulation. The experience requirement applicable to the auditors shall be assessed on the basis of actual employment period in the relevant field. () Within ten work days following the date on which the auditors take office, the documents specified in the fourth paragraph of article 6 of this Regulation shall be sent by the company to the Undersecretariat. In case auditors are found not to meet the requirements, the Undersecretariat shall demand the discharge of such persons. The company is obliged to comply with the demand, and notify the Undersecretariat within five work days, at the latest, that the relevant person was relieved of his/her duties. () The provisions of this article shall also apply for the auditors of the Turkish branches of foreign insurance companies and reinsurance companies. General manager, assistant general managers, other directors and the employees with signatory authority ARTICLE8 () The persons who shall be appointed as general manager and assistant general managers of the company are required to meet the requirements in the third paragraphs of article of the Law. () The standing requirements regarding general manager, assistant general managers and other directors shall be assessed on the basis of the issues specified in sub-paragraphs (ç) to (f) of the second paragraph of article of this Regulation. The actual employment period shall constitute

4 the basis of the experience assessment for the general manager and assistant general managers. () Prior to appointment, the company shall send to the Undersecretariat the documents specified in the fourth paragraph of article 6 of this Regulation with respect to these persons. In case no rejection is voiced by the Undersecretariat within ten work days following the receipt of the full set of documents by the Underesecretariat, the appointment of the persons may be carried out. () In case the persons acting as general manager or assistant general manager resign on any grounds, the company and the person leaving the office shall be obliged to report the resignation along with its grounds in a letter to the Undersecretariat within ten work days following the resignation date. () Other directors, regardless of their titles, who are in posts equivalent to or higher than the general manager in terms of authorities and duties, shall be subject to the provisions concerning the general manager and assistant general managers. (6) Managing directors are also required to meet the requirements sought for the general manager. (7) Company employees other than the general manager and assistant general managers, who also have first degree signatory authority, shall be required to meet the qualifications specified in indent of the sub-paragraph (a) of the second paragraph of article of the Law. The company shall make available for Undersecretariat oversight the up-to-date list of such persons, along with the documents witnessing that such persons have the required qualifications. The said list shall be sent to the Undersecretariat within the first week of January and July of each year, along with a letter containing the statement by the general manager and assistant general manager of the company that the persons in the list have the required qualifications. (8) The central branch managers and assistant branch managers of foreign insurance companies and reinsurance companies operating in Turkey by opening a branch shall also be subject to the provisions concerning the general manager and assistant general manager of insurance companies and reinsurance companies established in Turkey. Other branch employees who have the first degree signatory authority shall be subject to the provision of seventh paragraph of this article. Activities prohibited to directors ARTICLE 9 () The members of the board of directors, auditors, and employees authorized to sign on behalf of the company shall not serve as agents of the company they work in, shall not engage in insurance loss adjusting or brokerage activities, shall not be shareholders or members of board of directors or board of auditors in companies founded to engage in such activities, and shall not engage in paid employment regarding the issues related to the company's field of activity. Such restrictions shall also apply to the spouses of these persons and the children under their custody. () The members of the director s board, auditors, and employees authorized to sign on behalf of Turkish branches of foreign insurance companies and reinsurance companies shall not serve as agents of the branch they work in, shall not engage in insurance loss adjusting or brokerage activities, shall not be shareholders or members of board of directors or board of auditors in companies founded to engage in such activities, and shall not engage in paid employment regarding the issues related to the company's field of activity. Such restrictions shall also apply to the spouses of these persons and the children under their custody.

5 Regional directorates, branches and agencies ARTICLE 0 () Without prejudice to the provisions of other relevant legislation, companies shall be free to set up an organization within the country by establishing regional directorates and branches, and to open up branches or agencies outside the country. However, the company shall be required to notify the Undersecretariat within the month following the commencement or winding up of such operations. () Turkish branches of foreign insurance companies and reinsurane companies shall be subject to the first paragraph. PART THREE License Initial license application ARTICLE () Insurance companies may engage in either life insurance or non-life insurance. () In order to commence operations, the insurance companies may obtain separate licenses for each insurance branch they intend to engage in, and the coverage extended under such branches. Unless specifically requested, a license given for a specific insurance branch shall cover all coverage under the branch in question. () Following the completion of establishment proceedings and registration with the Trade Registry and relevant announcement, the company which applies for a license shall be required to raise its paid-up capital to the amounts stipulated by the Undersecretariat for the coverage intended to be offered and the insurance branches for which a license is sought. () Following the execution of establishment proceedings in accordance with the relevant provisions of the regulations, the completion of registration with the Trade Registry and relevant announcement, and the fulfillment of the capital requirement specified in the third paragraph, the company shall apply with the documents below to the Undersecretariat for a license. a) A notarized copy of the Trade Registry Gazette in which the article of association was published. b) A certified copy of the document attesting the cash payment of the capital. c) The Business Plan to be prepared with respect to the content stipulated in article of this Regulation. ç) Products to be offered in the branch for which a license is sought, the tariffs to be applied, the calculation methods and policy samples regarding such. d) Certified copies of the documents attesting the guarantees established in accordance with article 7 of the Law. e) Letter of undertaking stating the founder is not the holder of a share on the basis of a voting right or the capital, which is directly or indirectly ten percent and higher, or less then ten percent but grants the power to nominate members to the auditory board and the board of directors in a way that shall be effective in the auditing and management in such financial institutions which are subject to winding up, or which have been subject to the provisions of the Law, Article 0, paragraphs two and three (Annex: ). f) Original copies of the documents to be obtained from official authorities, witnessing that the founders are not bankrupt or have not declared bankruptcy.

6 g) Original or certified copies of the documents obtained from relevant agencies, witnessing that the founders do not have any due and unpaid tax or social security premium obligations. ğ) For real person founders; ) Information and Declaration Form Regarding the Founders/Share Acquirers of Insurance Companies and Reinsurance Companies (Annex: ), ) (Amended: OG ) Declaration of R.T. ID Nr. ) Criminal registry record including the archived records, obtained in the last six months. h) For legal person founders; ) Information and Declaration Form Regarding the Founders/Share Acquirers of Insurance Companies and Reinsurance Companies (Annex: ), ) Certified copy of its article of association, ) Documents specified in the fourth paragraph of article 6 of this Regulation, for the persons who are in control and have oversight powers, ) Documents specified in the fourth paragraph of article 6 of this Regulation, for the persons who are in control and have oversight powers over the controlling shareholder, ) Direct, indirect and preferred shareholding schedules prepared so as to specify the share amounts and percentages, within the framework of the principles specified in article 0 of this Regulation, 6) Explanations regarding the subject of activity, investment and operation fields, and the latest activity report if any, balance sheets and income statements for the last three years, the legal person founder's group's consolidated balance sheets and income statements for the last three years, certified by an independent audit company, ı) The documents specified in the fourth paragraph of article 6 of this Regulation for the members of the board of directors, auditors, general manager, assistant general manager, and other directors, regardless of their titles, who are in posts equivalent to or higher than the assistant general manager in terms of authorities and duties. Business Plan ARTICLE () The Business Plan detailing the establishment reason, estimates for the operations for at least the first three years, and the viability of the company in continuously fulfilling its liabilities shall cover the following: a) Prescribed organization structure. b) Insurance group and branches intended to be engaged in. c) Market share objectives ç) Distribution channels to be employed, and the details regarding these channels. d) Fundamental tenets of the reinsurance policy. e) Estimated costs required to implement the administrative and organizational structure necessitated by the activities, and the details regarding the financing of such costs. f) Details regarding the organization of the prescribed internal audit system. g) Details regarding the personnel and actuaries to be employed. ğ) Estimated administrative costs other than the establishment costs. h) Premium production targets for each branch intended to be engaged in, and the best case and worst case scenarios regarding technical profitability. ı) Estimated balance sheet. i) Financial means to cover the liabilities, and estimates regarding the capital requirement.

7 Subsequent license applications ARTICLE () The company seeking for a license for operating in the relevant branch shall be required to apply to the Undersecretariat with the following information and documents. a) The Feasibility Report to be prepared in accordance with article of this Regulation. b) Reinsurance plan and program. c) Information covering the details regarding technical provisions and the assets on which such provisions are to be invested. ç) Products to be offered in the branch for which a license is sought, the tariffs to be applied, the calculation methods and policy samples regarding such. Feasibility Report ARTICLE () The Feasibility Report required for obtaining a license in the relevant branch shall cover the following: a) Activity aims for the branch for which the license application is made. b) Market assessment regarding the branch for which the license application is made. c) Activity policies regarding premium collection, product marketing and intermediaries. ç) Premium production targets and technical profitability estimates for three years. d) Information regarding the personnel to be employed and technical infrastructure planned to be set up in relation to the branch for which the license application is made. e) Novelties, new products and services to be introduced to the industry in the branch for which the license application is made. f) Financial means to cover the liabilities regarding the new branch, and estimates regarding the capital requirement. License applications by foreign insurance companies and reinsurance companies operating in Turkey by opening a branch ARTICLE () The following documents shall be sent to the Undersecretariat for the initial license applications of the Turkish branches of foreign insurance companies and reinsurance companies: a) A certified copy of the article of association of the insurance company or reinsurance company to open up a branch. b) A certified copy of the resolution by authorized bodies of the company for opening up a branch in Turkey. c) Explanations regarding investment and operation fields, and the latest activity report if any, as well as certified balance sheets and income statements for the last three years. ç) Certified copy of the document attesting that the capital allocated for the Turkish branch is paid in cash. d) The Business Plan to be prepared with respect to the content stipulated in article of this Regulation. e) Products to be offered in the branch for which a license is sought, the tariffs to be applied, the calculation methods and policy samples regarding such. f) Certified copies of the documents attesting the guarantees established in accordance with article 7 of the Law. g) The documents specified in the fourth paragraph of article 6 of this Regulation for the members of the director s board, auditors, branch managers and assistant branch managers. ğ) Documents specified in sub-paragraph (h) of the th paragraph of article of this Regulation.

8 () Provisions of articles and of this Regulation shall apply for subsequent license applications. Consideration of license applications ARTICLE 6 () Provided that all documents and information are provided to the Undersecretariat in full, the licenses shall be granted subject to the conclusions of the consideration of the Undersecretariat, within a maximum period of three months for the initial license and a maximum period of two months for subsequent licenses. Within a month following the dispatch of the license by the Undersecretariat, the company shall register the licenses obtained in the trade registry, and have them announced in the Trade Registry Gazette as well as any two of the daily newspapers which are circulated across Turkey and which are ranked among the first ten in terms of circulation. A copy of the newspapers in which the announcement was made shall be sent to the Undersecretariat within ten work days. Withdrawal of license, and the announcement of withdrawal ARTICLE 7 () In case of the eventuality of at least one of the events specified in the first paragraph of article 7 of the Law, the license of the company in the relevant branch or all branches may be withdrawn temporarily or permanently by the Undersecretariat. In such cases, upon the notification by the Undersecretariat, the eventuality shall be communicated to the trade registry for registration, and announced in the Trade Registry Gazette as well as any two of the daily newspapers which are circulated across Turkey and which are ranked among the first ten in terms of circulation, by the company or if necessary by the Association of Insurance and Reinsurance Companies of Turkey. () The provision of the first paragraph shall also apply for Turkish branches of foreign insurance companies and reinsurance companies. PART FOUR Amendment to Article of Association, Share Transfer and Indirect Shareholding Amendment to article of association ARTICLE 8 () The approval of the Undersecretariat shall be sought in the amendment to the article of association of the company. Provided that all documents and information are provided to the Undersecretariat in full, the Undersecretariat shall conclude within ten work days, at the latest, its review of the amendment requests submitted to it. Draft amendments which are not approved by the Undersecretariat shall not be included in the agenda of the general assembly, and shall not be discussed in the general assembly meetings. The Registrar shall not register the amendments of article of association in the trade register without the approval of the Undersecretariat. () For amendments of article of association regarding capital raising, the sources of the capital raising, the existence and adequacy of intra-company sources should the raised capital is to be obtained from such, and the certified public accountant report attesting that the unpaid part, if any, of the capital had been paid have to be attached to the application for Undersecretariat's approval.

9 () Applications concerning amendments of article of association regarding capital reduction shall be made with a report specifying the grounds of the amendment, and its impact on the financial state of the company. () The amendments of article of association shall be sent to the Undersecretariat within ten work days following their registration in the trade registry, along with a copy of the trade registry gazette. The companies shall have the up-to-date versions of their articles of association available for the oversight of the Undersecretariat. () The provisions of this article shall also apply for the Turkish branches of foreign insurance companies and reinsurance companies. Share Transfer ARTICLE 9 () Share acquisitions which shall directly or indirectly reach or exceed ten percent, twenty percent, thirty three percent or fifty percent of the capital of a person or insurance company as well as share transfers which will cause the shares of a shareholder to achieve or to fall below such ratios are subject to authorization by the Undersecretariat. () Share transfers that grant the privilege of nominating members to the executive boards in a manner to influence the company s supervision and management are subject to authorization by the Undersecretariat irrespective of ratio limitations. () The applications to the Undersecretariat by real or legal persons which will acquire shares within the framework of the first and second paragraphs, filed with the documents below, shall be finalized within three months, at the latest. a) The letter of the share acquirers regarding the transfer request. b) A copy of the agreement concluded concerning the transfer. c) A table specifying the distribution of the company capital by shareholders, before and after the transfer (so as to specify the percentages and amounts of shares). ç) The documents for the acquirers of shares, as prescribed for founders in article of this Regulation. () The public offering of shares amounting to more than ten percent of the capital of a company shall require the approval of the Undersecretariat. () In case the share volume acquired through public offering or purchases in security exchanges exceed the percentages specified in the first paragraph, the exercise of the shareholding rights and registration in the share registry shall be subject to the approval of the Undersecretariat. (6) All share transfers registered in the share registry, regardless of the exemption from the approval requirement due to remaining below the thresholds specified in the first paragraph, are required to be communicated to the Undersecretariat within a month with the table specified in sub-paragraph (c) of the third paragraph. Indirect share, voting right and beneficial interest holding ARTICLE 0 () The percentage of the share of a person in a company shall be found by comparing sum of the nominal value of the share(s) of the said person with the capital of the company in which the shares are held. The indirect shareholding rate in the company through legal persons shall be calculated by multiplying the share percentages. () The vote share of a person in a company shall be found by comparing the sum of the exercisable voting rights held by the said person with all voting rights in the company. () In cases where indirect share, voting right or beneficial interest holding is required to be calculated, the calculation shall be continued until reaching below ten percent.

10 PART FIVE Merger, Acquisition, Portfolio Transfer and Winding Up Merger and acquisition ARTICLE () Without prejudice to the provisions of commerce and competition law, the mergers and acquisitions of companies shall be subject to the approval of the Minister. The merger or acquisition may be among the companies, or among other organizations which engage in insurance activities provided that they have a license in the relevant branch. () The merger and acquisition requests of the companies shall be submitted to the Undersecretariat with the following documents. a) A certified copy of the resolutions by the companies' relevant bodies, on the merger or acquisition. b) Certified copies of the article of association of the companies. c) A certified copy of the agreement regarding the merger and acquisition. ç) A detailed report analyzing the reasons of the merger and acquisition, the financial and legal repercussions of such, and the issues specified in article of this Regulation regarding the company to come into existence after the merger or acquisition. Portfolio Transfer ARTICLE () Without prejudice to the provisions of commerce and competition law, the portfolio transfers of companies shall be subject to the approval of the Minister. The portfolio transfers may be among the companies, or among other organizations which engage in insurance activities provided that they have a license in the relevant branch. () The issues specified in the second paragraph of article of this Regulation shall also apply for the portfolio transfer applications. () Portfolio transfers may be executed among the branches of foreign insurance companies and reinsurance companies operating in Turkey by opening a branch, or among such branches and companies, or among such branches and other organizations which engage in insurance activities provided that they have a license in the relevant branch. () The portfolio transfer agreement prepared in a way not to include provisions detrimental to the rights and interests of the insured shall cover; a) Insurance or reinsurance contracts to be transferred, and all issues concerning such, b) Reserves regarding the transferred portfolio, c) Investment returns, ç) Provisions which the guarantees or minimum guarantee fund will be subject to, () For portfolio transfers to be carried out as per the third paragraph of this article, without prejudice to the provisions of the fourth paragraph, a copy of the resolution to be obtained from the country where the headquarters of the branches to transfer or acquire the portfolio are located shall also be attached to the approval request regarding the portfolio transfer. Winding up ARTICLE () Without prejudice to general provisions, the voluntary winding up of the companies shall be subject to the approval of the Minister. () The winding up application shall be filed with the Undersecretariat, along with the following documents. a) A certified copy of the resolution on winding up by the authorized bodies of the company.

11 b) A comprehensive report specifying the reasons of winding up, how the insured s receivables will be covered during the winding up process, the state of revenues and expenses, and estimated time span of the winding up process. () For the winding up of Turkish branches of foreign insurance companies and foreign reinsurance companies, without prejudice to the second paragraph of this article, a copy of the authorized body resolution by the headquarters of the branches to be liquidated shall also be attached to the winding up application. PART SIX Other Provisions Collection of insurance premiums ARTICLE () The methods and principles regarding the premium collection, provided that all premium is collected prior to the expiration of the contract, shall be determined by the parties. Provisions of the private laws are reserved. Advertisements, commercials and new products ARTICLE () Companies shall not design their brochures, explanatory notices, other documents and their advertisements and commercials in a way that results in an understanding outside the limits and scope of the rights and benefits which they shall provide to the insured, and shall not make statements that are unreal, misleading, deceiving or that give rise to unfair competition. All such documents, advertisements and commercials are required to comply with the principles established by the Undersecretariat. The methods and principles established by the Ministry of Industry and Trade with respect to the advertisements and commercials shall also apply for the implementation of the present article. () The companies are required to keep the advertisements and commercials and all kinds of publications, documents and formularies mentioned in the first paragraph for a period of five years, and submit them when requested. () Insurance companies shall send to the Undersecretariat the information regarding the products they will introduce for the first time, the coverage extended in relation to such products, the technical principles and terms ten work days prior to the application. The Undersecretariat may require that such information is to be sent via electronic media as per the requirements to be determined by the Undersecretariat. () The provisions of the paragraph above shall also apply for Turkish branches of foreign insurance companies and reinsurance companies. Documents to be obtained from abroad ARTICLE 6 () In case the documents to be required from foreign nationals or residents within the framework of this Regulation can not be obtained due to the lack of an authorized agency or system in the relevant country, the impossibility to obtain the document should be certified in a document attesting the impossibility, obtained from the relevant authorities of the country in question, and the Undersecretariat is required to be notified as such. Furthermore, the relevant persons shall send to the Undersecretariat a recognizance that they have the qualifications required in the law, but which can not be documented as such. () Documents to be obtained from abroad for the applications within the framework of this

12 Regulation are required to be certified by the authorities of the relevant country, and the embassy or consulate of Turkey in the country in question, or as per the provisions of the Convention Abolishing the Requirement of Legalization for Foreign Public Documents within the framework of The Hague Private International Law Convention, and a notarized translation of all such documents is required to be attached to the application. Furnishing information ARTICLE 7 () The companies and Turkish branches of foreign insurance companies and reinsurance companies within the framework of the application of this Regulation are required to submit to the Undersecretariat all information and documents requested. The Undersecretariat may require additional information and documents as it deems necessary. Regulation abolished ARTICLE 8 () The Regulation on Establishment and Working Principles of Insurance and Reinsurance Companies published in the Official Gazette dated 6//99 and numbered has been abolished. Entry into Force ARTICLE 9 () This Regulation shall enter into force on the date it is published. Enforcement ARTICLE 0 () The provisions of this Regulation shall be executed by the Minister in charge of the Undersecretariat of Treasury.

13 ANNEX INFORMATION AND DECLARATION FORM REGARDING THE MEMBERS OF THE BOARD OF DIRECTORS, AUDITORS AND DIRECTORS OF INSURANCE COMPANIES AND REINSURANCE COMPANIES A. PERSONAL INFORMATION NAME-SURNAME : PLACE AND DATE OF BIRTH : NATIONALITY : MOTHER S NAME : FATHER S NAME : DOMICILE ADDRESS : PHOTO TAX IDENTITY NUMBER: R.T. ID. Nr.: B. PROFESSIONAL INFORMATION APPOINTED IN COMPANY: REPRESENTING THE LEGAL PERSON () : GRADUATED FROM UNIVERSITY and FACULTY: POSITION: DEPARTMENT: PREVIOUS PROFESSIONAL EXPERIENCE () TITLE OF THE BUSINESS () 6 C. FINANCIAL INFORMATION EMPLOYMENT COMMENCEMENT -END DATES TITLE OF POSITION. CURRENTLY A SHAREHOLDER IN COMPANIES () 6 COMPANY TITLE SHARE VOLUME (TRY) SHAREHOLD ING RATE (%) PREFERRED SHAREHOLDING ()

14 . PAST SHAREHOLDING IN COMPANIES () COMPANY TITLE SHARE VOLUME (TRY) SHAREHO LDING RATE (%) PREFERRED SHAREHOLDING () D. MISCELLANEOUS INFORMATION WHETHER LOANS OR OTHER FINANCIAL FUNDS OBTAINED IN THE LAST FIVE YEARS FROM BANKS OR OTHER FINANCIAL INSTITUTIONS INSIDE OR OUTSIDE THE COUNTRY HAVE BEEN SUBJECT TO EXECUTION PROCEEDINGS OR NOT: I, the undersigned..., declare that all information provided in this declaration reflect facts, are correct and in compliance with the Regulation on the Establishment and Working Principles of Insurance Companies and Reinsurance Companies issued based on Insurance Law No /.../... Signature NOTES : () Shall be filled in by only the members of the board of directors, representing legal persons. () The qualifications specified in article of the Insurance Law No. 68, and the criteria concerning professional experience as per articles 6, 7 and 8 of the Regulation on Establishment and Working Principles of Insurance Companies and Reinsurance Companies shall be taken into consideration. () The name or trade title of the institution, employer or the company shall be stated. () Only specify if the shareholding rate is at or higher than 0% of the capital of the company of which shares are held. () Whether preferred shares are held in the company, along with the percentage of the preferred shares if any. NOTE: Additional forms may be used in case the spaces allocated in the present form do not suffice.

15 ANNEX INFORMATION AND DECLARATION FORM REGARDING THE FOUNDERS / SHARE ACQUIRERS OF INSURANCE COMPANIES AND REINSURANCE COMPANIES (REAL PERSONS) A. PERSONAL INFORMATION NAME-SURNAME : PLACE AND DATE OF BIRTH: NATIONALITY : MOTHER S NAME : FATHER S NAME : DOMICILE ADDRESS : PHOTO EDUCATION STATUS : TAX IDENTITY NUMBER: R.T. ID. Nr.: B. PROFESSIONAL INFORMATION TITLE AND ADDRESS OF CURRENT EMPLOYER : JOB AND PROFESSIONAL TITLE: PREVIOUS EMPLOYMENTS TITLE OF THE BUSINESS () C. FINANCIAL INFORMATION. A SHAREHOLDER IN COMPANIES () EMPLOYMENT COMMENCEMENT-END DATES TITLE OF POSITION COMPANY TITLE FIELD OF ACTIVITY SHARE VOLUME (TRY) SHAREHOLDI NG RATE (%) PREFERRED SHAREHOLDING () 6 7 8

16 . FINANCIAL ASSET OWNERSHIP () TYPE IN THE CUSTODY OF FINANCIAL INSTITUTION MARKET VALUE. REAL ESTATE OWNERSHIP () PLACE TYPE SECTION LOT PARCEL RESTRICTIONS OWNERSHIP OF OTHER ASSETS (6) TYPE OF THE ASSET MARKET VALUE 6. INCOME TAX DECLARED AND ACCRUED WITHIN THE LAST FIVE YEARS YEAR DECLARED INCOME ACCRUED INCOME TAX

17 6. DEBTS TO REAL AND LEGAL PERSONS NAME/TITLE OF THE CREDITOR DEBT'S TYPE AMOUNT TERM D. SOURCES OF THE CAPITAL UNDERTAKING E. WHETHER LOANS OR OTHER FINANCIAL FUNDS OBTAINED IN THE LAST FIVE YEARS FROM BANKS OR OTHER FINANCIAL INSTITUTIONS INSIDE OR OUTSIDE THE COUNTRY HAVE BEEN SUBJECT TO EXECUTION PROCEEDINGS OR NOT: F. WHETHER THERE IS AN ONGOING PUBLIC PROSECUTION CASE AGAINST THE PERSON; THE SUBJECT MATTER OF THE CASE: G. WHETHER ANY APPLICATION FOR INSURANCE OR REINSURANCE LICENSES IN TURKEY OR IN ANOTHER COUNTRY WAS MADE PREVIOUSLY, THE FIELD OF THE APPLICATION IF ANY SUCH APPLICATION WAS MADE, AND THE REASONS OF REJECTION IF SUCH APPLICATION WAS REJECTED:

18 H. WHETHER THERE IS ANY RESTRICTIONS IN PLACE REGARDING THE PERSON IN ANY COUNTRY, IN RELATION TO INSURANCE OR REINSURANCE ACTIVITIES: I, the undersigned..., declare that all information provided in this declaration reflect facts, are correct and in compliance with the Regulation on Establishment and Working Principles of Insurance Companies and Reinsurance Companies issued based on Insurance Law No /.../... Signature

19 ANNEX INFORMATION AND DECLARATION FORM REGARDING THE FOUNDERS / SHARE ACQUIRERS OF INSURANCE COMPANIES AND REINSURANCE COMPANIES (LEGAL PERSONS) A. GENERAL INFORMATION TITLE : REGISTERED OFFICES AND DATE OF ESTABLISHMENT : PAID UP CAPITAL : FIELD OF ACTIVITY : ADDRESS : TAX ID NUMBER : PHONE. NR: 8. FAX NR: 9. WEB SITE: MEMBERS OF THE BOARD OF DIRECTORS: NAME - SURNAME R.T. ID NR. 6 7 AUDITORS: NAME - SURNAME R.T. ID NR. B. FINANCIAL INFORMATION. SHAREHOLDING STRUCTURE, IF THE LEGAL PERSON IS A COMMERCIAL COMPANY NAME-SURNAME AND TITLE OF THE SHAREHOLDER SHARE VOLUME (TRY) SHAREHOLDING RATE (%). CERTAIN BALANCE SHEET ITEMS FOR THE LAST THREE YEARS YEAR NET PROFIT (LOSS) EQUITIES TOTAL ASSETS

20 . SUBSIDIARIES () COMPANY TITLE FIELD OF ACTIVITY SHARE VOLUME (TRY) SHAREHOLDI NG RATE (%) PREFERRED SHAREHOLDING (). NET PROFIT/LOSS DECLARED AND CORPORATE TAX ACCRUED WITHIN THE LAST FIVE YEARS YEAR DECLARED NET PROFIT/LOSS ACCRUED CORPORATE TAX. DETAILED STATEMENT OF THE FUNDS TO FINANCE THE CAPITAL UNDERTAKING C. WHETHER LOANS OR OTHER FINANCIAL FUNDS OBTAINED IN THE LAST FIVE YEARS FROM BANKS OR OTHER FINANCIAL INSTITUTIONS INSIDE OR OUTSIDE THE COUNTRY HAVE BEEN SUBJECT TO EXECUTION PROCEEDINGS OR NOT: D. DETAILED STATEMENT OF THE SIGNIFICANT LEGAL DISPUTES THE FIRM IS CURRENTLY A PARTY TO:

21 E. WHETHER ANY APPLICATION FOR INSURANCE OR REINSURANCE LICENSES IN TURKEY OR IN ANOTHER COUNTRY WAS MADE PREVIOUSLY, THE FIELD OF THE APPLICATION IF ANY SUCH APPLICATION WAS MADE, AND THE REASONS OF REJECTION IF SUCH APPLICATION WAS REJECTED: F. WHETHER THERE IS ANY RESTRICTIONS IN PLACE REGARDING THE PERSON IN ANY COUNTRY, IN RELATION TO INSURANCE OR REINSURANCE ACTIVITIES: I, the undersigned..., declare that all information provided in this declaration reflect facts, are correct and in compliance with the Regulation on Establishment and Working Principles of Insurance Companies and Reinsurance Companies issued based on Insurance Law No /.../... Signature

22 ANNEX LETTER OF UNDERTAKING TO THE REPUBLIC OF TURKEY PRIME MINISTRY, UNDERSECRETARIAT OF TREASURY I represent and warrant that I am not the holder of a share on the basis of a voting right or the capital, which is directly or indirectly ten percent and higher, or less then ten percent but grants the power to nominate members to the auditory board and the board of directors in a way that shall be effective in the auditing and management in such financial institutions which are subject to winding up, or which have been subject to the provisions of the Insurance Law No.68, Article 0, paragraphs two and three..../.../... (Name/Surname) (Signature)