Numbered 2010/11 Prime Ministry Circular about Istanbul International Finance Center Administrative Structure was published in the Official Gazette

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3 Numbered 2010/11 Prime Ministry Circular about Istanbul International Finance Center Administrative Structure was published in the Official Gazette dated May 1, 2010 and numbered

4 UNOFFICIAL TRANSLATION CIRCULAR 2010/11 1. Within the scope of the works realized in order to achieve the target of making Istanbul an international finance center, which was included in the Ninth Development Plan, Strategy and Action Plan for Istanbul International Financial Center (Strategy and Action Plan) was approved with the High Planning Council Decision dated September 29, 2009 and numbered 2009/31 and became effective following its publication in the Official Gazette dated October 2, 2009 and numbered Priorities and actions have been determined in this Strategy and Action Plan towards creating an operating infrastructure of law at international standards, increasing financial product and service diversity, simplifying and activating the tax system, improving the regulating and supervising environment, strengthening the physical and technological infrastructure, ensuring an education infrastructure that would meet the requirement of qualified human resources, and creating an organization structure that would perform world scale promotion and monitoring. 3. By also taking the Strategy and Action Plan into consideration, an IFC-Istanbul High Council (High Council), IFC-Istanbul National Advisory Committee (National Advisory Committee), IFC-Istanbul Coordination Office (Coordination Office), and Working Committees have been established in order to coordinate, support, and carry out the activities of the Istanbul International Finance Center (IFC-Istanbul) as well as an IFC-Istanbul International Advisory Committee (International Advisory Committee) to advise the High Council. IFC-Istanbul High Council 4. The High Council has been formed with the participation of the Minister of State in charge of the State Planning Organization, the Minister of State in charge of the Treasury Undersecretariat, the Minister of Justice, the Minister of Finance, the Minister of Transport, the IFC-Istanbul Coordinator, and a high level representative to be elected by the National Advisory Committee from among its members; under the presidency of the Minister of State chairing the Economy Coordination Committee and the Deputy Prime Minister. 5. The High Council shall be assigned with the duties of directing the activities of the relevant agencies and organizations, creating strategies, taking the necessary measures for the solution of problems, evaluating and deciding on the reports and recommendations received from the International Advisory Committee, National Advisory Committee, Coordination Office, and working committees, monitoring implementations, and approving the annual work plans submitted by the Coordination Office with the aim of achieving the target of transforming Istanbul into an international finance center. 6. The High Council shall be authorized to form new working committees in situations it deems necessary and the working procedures and principles of working committees shall be determined by the High Council upon the recommendation of the Coordination Office.

5 7. The High Council shall convene on an ordinary basis in the months of March and September and it may be called for extraordinary meeting by the Chairman whenever it is deemed necessary. IFC-Istanbul National Advisory Committee 8. The National Advisory Committee has been established under the Presidency of the Ministry of State in charge of the State Planning Organization, with the participation of ; a) The Undersecretaries of the State Planning Organization, Treasury, Ministry of Justice, Ministry of Finance, Ministry of National Education, and Ministry of Transport, b) The Governor of Istanbul and the Mayor of the Metropolitan Municipality of Istanbul, c) The Presidents of the Central Bank of the Republic of Turkey, the Banking Regulation and Supervision Agency, the Capital Markets Board of Turkey, the Istanbul Stock Exchange, the Istanbul Gold Exchange, and the Investment Support and Promotion Agency of Turkey, d) The Presidents of the Union of Chambers and Commodity Exchanges of Turkey, the Istanbul Chamber of Commerce, the Istanbul Chamber of Industry, the Banks Association of Turkey, the Participation Banks Association of Turkey, the Association of Insurance and Reinsurance Companies of Turkey, and the Association of Capital Market Intermediaries of Turkey, e) The General Directorates of Turkish Derivatives Exchange, the ISE Settlement and Custody Bank, and the Central Registry Agency. 9. In addition, the Chairman shall be authorized to invite the representatives of public and private sector organizations related to the agenda of the meeting whenever s/he deems necessary. 10. The National Advisory Committee shall be assigned; a) to assist in the creation of consensus between private sector organizations and professional organizations that operate within the financial system and the public sector, b) to evaluate compliance with the Strategy and Action Plan during the stage of preparation of the legislation amendment works that might take place related to the IFC- Istanbul Project, c) to monitor and evaluate the works performed at the working committees and to present opinions to the High Council with regard to the reports prepared as a result of these works, and d) to make recommendations to the working committees concerning the works to be performed by them. 11. The National Advisory Committee shall convene a reasonable period in advance of the High Council meetings with an agenda to be determined by the Chairman by obtaining the opinions of the Committee members and the Chairman shall be authorized to call the National Advisory Committee for extraordinary meetings whenever it is deemed necessary. IFC-Istanbul Coordination Office 12. The IFC-Istanbul Coordinator is the Undersecretary of the State Planning Organization.

6 13. The Undersecretaries of the State Planning Organization and Treasury shall appoint a deputy undersecretary each as IFC-Istanbul Deputy Coordinators to assist in coordination activities. The IFC-Istanbul Coordinator shall assign his/her deputies to represent him/her whenever s/he deems necessary. 14. The State Planning Organization shall be obliged to establish units, procure personnel, and take the necessary measures with regard to financial matters in order to perform the duty of coordination and the relevant organizations shall provide the necessary assistance and support to the Undersecretariat of the State Planning Organization in fulfilling this obligation. 15. The IFC-Istanbul Coordinator shall be responsible for organizing the activities of the High Council and the National Advisory Committee and for the performance of these activities in coordination in line with the Strategy and Action Plan. 16. The IFC-Istanbul Coordinator shall be responsible for efficient coordination of the IFC-Istanbul Project promotion activities to be carried out primarily in regional countries in international platforms by cooperating with the relevant agencies. Promotion activities to be carried out within this scope shall be supported by the Investment Support and Promotion Agency of Turkey. 17. The Coordination Office shall form an internet portal (IFC-Istanbul Portal) that would provide promotion and information services in Turkish and English. The relevant agencies shall be responsible for performing the duties assigned to them by the Coordination Office on a timely basis in order to enable maintaining the contents of this portal enriched and updated and the IFC-Istanbul Coordinator shall be authorized to decide on creating this portal in other languages as well. 18. An IFC-Istanbul Action Monitoring System shall be established with the aim of monitoring the actions included within the Strategy and Action Plan, and information transfer to this system shall be realized in specified formats and at designated times by organizations in charge. 19. The Coordination Office shall prepare the progress reports on a regular basis at six month period intervals and share them with the public. The realization states of the actions contained in the Strategy and Action Plan as well as the indicators and the progress made towards becoming a finance center shall be monitored and evaluated in the report. 20. The Coordination Office shall be responsible for the coordination of the works related to the Strategy and Action Plan, which shall be renewed after three years, and for the preparation of the new draft. 21. The term of duty of the IFC-Istanbul Coordinator shall continue until a new appointment is made within the scope of the new Strategy and Action Plan. 22. The Istanbul Development Agency shall also support the activities of the Coordination Office if requested by the IFC-Istanbul Coordinator. 23. The Coordination Office may perform those it deems appropriate from among the duties assigned to it through the channel of the working committees. Working Committees

7 24. Eight working committees shall be established with the aim of carrying out the technical works concerning the IFC-Istanbul Project. These committees, the agencies which shall chair these committees, and the duty titles of the committee chairmen are given below: a) Committee of Law (Ministry of Justice Deputy Undersecretary), b) Committee of Financial Markets and Instruments (Capital Market Board Vice Chairman), c) Tax Committee (Ministry of Finance Deputy Undersecretary), d) Committee of Regulatory and Supervisory Framework (Treasury Undersecretariat Deputy Undersecretary), e) Physical Infrastructure Committee (Metropolitan Municipality of Istanbul Secretary General), f) Technology Committee (Settlement and Custody Bank General Director), g) Promotion and Image Committee (Investment Support and Promotion Agency of Turkey - President), h) Human Resources Committee (Undersecretariat of the State Planning Organization Deputy Undersecretary) 25. The High Council shall be authorized to change the agencies, which shall chair the working committees, as well as the representation levels of the committee chairmanships. 26. The working committee chairmen shall be responsible for the establishment of committees, their regular meetings, and performance of their works in line with the specified duties. Within this context, all sorts of secretarial services such as arranging places for meeting organizations and reporting shall be performed by the agencies determined to chair the committees. 27. The organizations that shall take part in working committees shall be obliged to represent their organizations at the required level and provide all sorts of support. 28. The operation fields of the working committees shall be determined by the Coordination Office by obtaining the opinions of the National Advisory Committee and the chairmen of the working committees. 29. The information and document sharing among the working committees shall be carried out through the channel of the IFC-Istanbul Portal. The section to be created in the Portal for each working committee shall be managed by the agency to chair the relevant working committee. 30. The IFC-Istanbul Coordinator may organize meetings with the working committee chairmen whenever it is deemed necessary. IFC-Istanbul International Advisory Committee 31. The International Advisory Committee shall consist of at least 15 members. These members shall be elected from among the higher level executives of the leading organizations of the finance world for a term of duty of one year. The High Council shall determine the Chairman from among the candidates to be nominated by the National Advisory Committee and the members from among the candidates to be nominated by the Chairman. Representatives of international organizations may also be invited to meetings. 32. The International Advisory Committee shall convene once in a year together with the High Council and the opinions and recommendations of the International Advisory

8 Committee members related to the IFC-Istanbul Project as well as the best practices in other finance centers shall be evaluated during the meeting. At the end of the meeting, the International Advisory Committee shall issue a final declaration containing the recommendations related to the activities that are required to be performed in the following period. 33. The Coordination Office shall guide the working committees in transforming the opinions and recommendations that arise during these meetings into concrete actions within the framework of the directives of the High Council. 34. The secretarial services of the International Advisory Committee shall be carried out by the Coordination Office. 35. The Istanbul International Finance Center Project is a project of Turkey. Active participation of public agencies and organizations, universities, and private sector and nongovernmental organizations in and their contributions to the works to be performed in order to realize the vision of transforming Istanbul into primarily a regional and finally a global finance center is required. Within this context, I hereby respectfully submit for your information and kindly request that the works be carried out within the framework of the administrative structuring and distribution of work, the outline of which has been provided above.