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)

21 ŞEKERBANK T.A.Ş. CONSOLIDATED EQUITY CHANGE TABLE THOUSAND NEW TURKISH LIRAS CHANGES ON EQUITY ITEMS Footnote Paid Paid Capital Inflation Correction Capital Difference Share Certificate Issuance Premiums Share Certificate Legal Statuary Cancellation Profits Reserves Reserves Extra ordinary Other Term Net Previous Term Reevaluation Reevaluation Mobile Asset Total Capital Reserves Reserves Profit / (Loss) Profit / (Loss) Fund Value Increase Value Increase Fund Equity PREVIOUS TERM ( ) I. Previous Term End Balance II. Changes on Accounting Policies III. New Balance (I + II) IV. Net Term Profit or Loss V. Profit Distribution Distributed Dividend 5.2. Amount Transferred to Reserves 5.3. Other 27 VI. Capital Increase 6.1. In cash 6.2. Reevaluation Fund 6.3. Reevaluation Value Increase 6.4. Mobile Asset Value Increase Fund 6.5. Paid Capital Inflation Correction Difference 6.6. Share Certificate Issuance 6.7. Currency Differences 6.8 Other (48) (48) (48) (48) VII. Debentures that can be turned into Share Certificates Term End Balance (I+II+IV+V+VI+VII) (48) CURRENT TERM ( ) I. Previous Term End Balance

22 Increases within the Term: II. From Mobile Assets Ready for Sale Net Current Value Profit / Loss III. Protection from Cash Flow Risks 3.1.Net Current Value Profit / Loss Transferred Amounts: IV. From Mobile Assets Ready for Sale 4.1. Amounts Transferred to Net Profit V. Protection from Cash Flow Risk 5.1.Amounts Transferred to Net Profit 5.2.Amounts Transferred to Assets (16.656) (16.656) (16.656) (16.656) VI. Term Net Profit VII. Profit Distribution (37.030) 7.1. Distributed Dividend 7.2. Amount Transferred to Reserves (37.030) 7.3. Other VIII. Capital Increase 8.1. In cash 8.2. Reevaluation Fund 8.3. Reevaluation Value Increase 8.4. Mobile Asset Value Increase Fund 8.5. Paid Capital Inflation Correction Difference 8.6. Share Certificate Issuance 8.7. Currency Differences 8.8 Other IX. Debentures that can be converted to Share Certificates Term End Balance (23.306)

23 ŞEKERBANK T.A.Ş. CONSOLIDATED EQUITY CHANGE TABLE THOUSAND NEW TURKISH LIRAS CHANGES ON EQUITY ITEMS CURRENT TERM Footnote Paid Paid Capital Inflation Correction Capital Difference Share Certificate Issuance Premiums Share Certificate Legal Statuary Cancellation Profits Reserves Reserves Extra ordinary Capital Reserves Other Reserves Term Net Profit / (Loss) Previous Term Reevaluation Reevaluation Profit / (Loss) Fund Value Increase Mobile Asset Value Increase Fund Except Minority Right Minority Total Total Equity Right Equity (01/01/ /03/2007) I. Previous Term End Balance (2.689) II. III. IV Interim Changes Increase/Decrease stem from Merger From Mobile Assets Ready for Sale (1.648) (1.648) (7) (1.655) From Risk Protection Transactions Protection from Cash Flow Risk Protection from Net Investment Risks in Abroad V. VI Transferred Amounts From Mobile Assets Ready for Sale From Risk Protection Transactions Protection from Cash Flow Risk Protection from Net Investment Risks in Abroad VII. Term Net Profit VIII. Profit Distribution 8.1 Distributed Dividend Amount Transferred to 8.2 Reserves 8.3 Other IX. Capital Increase

24 9.1 In cash Tangible Fixed Assets Reevaluation Value Increases XII 9.3 Subsidiaries, Depended Companies and Jointly Controlled 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 (58) (58) (58) Changes stem from the XI. Reevaluation of the Assets Payables like Primary XII. Capital Payables like Secondary XIII. Capital XIV. Effect of the Changes of Company Equities on Bank Equity (87) (87) (185) (272) Term End Balance (I+II+III+...+XII+XIII+XIV) (2.776)

25 B. EXPLANATIONS ON THE CONSOLIDATED FINANCIAL TABLES OF THE COMPANY PREPARED ACCORDING TO TURKISH ACCOUNTING STANDARDS 1. Rules related to the corrections of the financial tables according to the inflation: It was seen that with the decision of Banking Regulation and Supervision Agency dated and numbered 1623 and Announcement dated the indicators stated in Article 5 of the Accounting Standards related to the Accounting Application Regulation were eliminated and it was decided that the banks do not have to prepare the financial tables according to the provisions of this announcement. Pursuant to this decision inflation accounting was started to be applied as of If the Company is required to prepare consolidated financial tables; a) Trade titles and the addresses of the financial fixed assets within consolidation coverage: ŞEKER YATIRIM DURAN VARLIKLAR A.Ş. : Fulya Mahallesi Şenol Sokak No:13/3 Şişli/ISTANBUL ŞEKER FAKTORİNG HİZMETLERİ A.Ş. : Fulya Mahallesi Şenol Sokak No:13/ Şişli/ISTANBUL ŞEKER FİNANSAL KİRALAMA A.Ş. : Nispetiye Caddesi Tanburi Ali Efendi Sokak No:1 Etiler/ISTANBUL ŞEKERBANK OFFSHORE LİMİTED : Atatürk Cad. Muhtar Yusuf Galleria F Blok K:3 Lefkoşa/K.K.T.C. ŞEKERBANK (KIBRIS) LİMİTED : Atatürk Cad. Muhtar Yusuf Galleria, F Blok Kat:2 Lefkoşa/K.K.T.C. ÇALIKŞEKER KONSORSİYUM YATIRIM A.Ş. : Keresteciler Sitesi, Fatih Caddesi Selvi Sokak No: 18 Merter/Istanbul b) Financial fixed assets excluded from consolidation and the reasons for exclusion: YATIRIM FİNANSMAN DURAN VARLIKLAR A.Ş. İMKB TAKAS VE SAKLAMA BANKASI A.Ş. ISTANBUL ALTIN RAFİNERİSİ A.Ş. The financial fixed assets whose names are given above are excluded from consolidations pursuant to the provisions of Article 5 of the Announcement of Banking Regulation and Supervision Agency on Correction of the Consolidated Financial Tables of the Banks. In this article it is said that...(4) provided to be proven by the documents to be taken from the official bodies, if there are significant restrictions for obtaining the financial tables and information required for correction of the consolidated financial tables by the main company, the subject financial tables of the subject company shall not be taken within the consolidation coverage. (5) If the actives total of a depended company, jointly controlled Company or subsidiary in the form of a credit or financial institution is less than one percent of the active totals of the bank and the total shares of the depended company, jointly controlled Company or subsidiary in the form of a credit or financial institution is less than bank actives total, such companies can be excluded from the consolidation coverage by taking the priority principle. (6) if the total share 23

26 of the depended company, jointly controlled Company or subsidiary in the form of a credit or financial institution is more than five percent of the active total of the main bank, the companies that shall not be consolidated shall be determined by the parent company provided that this rate is not exceeded. c) Summary information on consolidation principles: Consolidated financial tables, were issued in compliance with the provisions of the Banking Regulation and Supervision Agency on Arrangement of the Bank Consolidated Financial Tables published on Official Gazette dated and numbered The companies in which the Mother Company Bank directly or indirectly has 50% or more of the shares or have the right to control its activities and which can have a material effect on the financial tables of the Bank are subject to full consolidation. If he Bank has the right to determine the financial and administrative policies in favor of the Bank it shall be deemed as control. If the Bank does not own the 100% of the consolidated Company, equity and the net profit of the third parties shall be shown separately under minority shares. The incorporations that contribute to the financial and operational decisions of the Partner Company Bank and have a significant efficiency are considered as subsidiaries. Although there are subsidiaries in which the Mother Company Bank owns the shares and voting rights at rates changing between 10% and 50%, there aren t any subsidiaries that might effect the bank financial tables significantly except ÇalıkŞeker Konsorsiyum A.Ş. and therefore the subject subsidiary was not included in the consolidation by equity method, and shown by its indexed costs in the financial tables. d) Share rates and amounts other than the main company: Title Address(City/ Country) Shareholding of the Parent Company If different voting rate (%) Share Percentage of Bank Risk Groups (%) Şekerbank Kıbrıs Ltd. Lefkoşa/K.K.T.C 91,91 91,91 Şeker Finansal Kiralama A.Ş. Istanbul/Turkey 43,01 43,01 Şekerbank OffShore Lefkoşa/K.K.T.C 74,30 75,67 Şeker Yatırım Duran Varlıklar A.Ş. Istanbul/Turkey 99,04 99,04 Şeker Factoring Hizmetleri A.Ş. Istanbul/Turkey 84,99 84,99 3. Depreciation Expenditures and amortization shares (THOUSAND YTL): Intermediate Term 31/03/2007 Last Annual Financial Term Total Depreciation Expenditures: Within Sale Costs Within Overhead Management Expenditures Within Idle Capacity Expenditures Depreciation and Amortization Shares TOTAL

27 4. Rediscount and Provision Expenditures (THOUSAND YTL): Intermediate Term 31/03/2007 Last Annual Financial Term Special Provision for Credits and Other Receivables From III. Group Credits and Receivables From IV. Group Credits and Receivables From V. Group Credits and Receivables General Provision Expenditures Free Provision Expenditures Allocated for Possible Risks Mobile Assets Value Decrease Expenditures Mobile Assets Reflected to the Real Value Difference Profit or Loss Mobile Assets Ready for Sale Subsidiaries, Depended Companies and VKET Mobile Assets Value Decrease Expenditures Subsidiaries Depended Companies Jointly Controlled Companies Mobile Assets to be kept up to their due days Other Total Finance Expenditures and Currency Differences (THOUSAND YTL): Intermediate Term 31/03/2007 Last Annual Financial Term Interest given to the Used Credits Profit Capital Market Transactions Profit From Derivative Transactions Other Profit from Foreign Currency Transactions Loss () Capital Market Transactions Loss From Derivative Transactions Other Loss from Foreign Exchange Transactions Total (Net) (12.023) (THOUSAND YTL) Intermediate Term 31/03/2007 Last Annual Financial Term 6. Redundancy indemnification provision allocated 7. Redundancy indemnification provision paid 8. Insurance Premium Payables not paid on NO NO due date 9. Personnel expenditures

28 10. a) Evaluation, inventory and depreciation NO NO allocation methods applied for the stocks and other balance sheet items, the changes made on those and other accounting policies and their reasons b) Monetary effects of the changes NO NO 11. The Reasons of not making a stock count partially or as a whole if exists 12. Existing total deposit or security amounts on actives: NO NO NO 13. Total insurance amounts of actives: Mobile premium amount ,37.YTL, Real estate Risk Premium Amount: ,30YTL Real estate DASK premium amount ,18YTL a) As of the last financial term (31/12/2006); Type of the Insured Active Insurer Company The Insured Amount Amount Registered in Actives Insurance Commencement Date Insurance Completion Date Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , ,

29 Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , ,

30 b) Final situation (as of 31/03/2007); Mobile Asset prim amount ,70.YTL, Real estate Risk Prim Amount: ,24 YTL Real estate DASK prim amount ,32 YTL Amount taken as Amount Insurance Insured Insurer Insurance a base for Registered under Commencement Active Type Company Completion Date Insurance Actives Date Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş ,00 Determined amount Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Mobile Asset Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , , Real estate Şeker Sigorta A.Ş , ,

31 14. Total amount of the deposits and other securities taken for receivables a) For last financial term (as of 31/12/2006); Deposit/ Securities (İ/T/) In case of Deposit Issuing Deposit Issuance Date Date of Cancellati on (If exists) Other Issues Currenc its class Party Amount y Type DEPOSIT CASH MOBILE ASSET OPERATION PLEDGE SECURITY VEHICLE DEPOSIT SHARE CERTIFICATE TOTAL b) Final situation (as of 31/03/2007); Deposit/ In case of Securities (İ/T/) Deposit Deposit Issuance Date Date of Cancellati on (If exists) Other Issues its class Issuing Party Amount Currenc y Type DEPOSIT CASH MOBILE ASSET OPERATION PLEDGE SECURITY VEHICLE DEPOSIT SHARE CERTIFICATE TOTAL Total amount of the undertakings not included in passives: a) Final financial term (as of 31/12/2006); Undertaki Undertaking Type ng Commence ment Date Undertakings for Time Active Asset Purchase Undertaki ng Completio n Date Term Reason for Undertaking Undertakin g given to Amount (Thousa nd YTL) Currenc y Type Credit Allocation 794 Undertakings with Disposal Guarantee Payments Undertakings for Checks Credit Card Expenditure Limit Undertakings Credit Card Promotion Undertakings TOTAL

32 b) Final Situation (as of 31/03/2007); Undertaki Undertaking Type ng Commence ment Date Undertakings for Time Active Asset Purchase Undertaki ng Completio n Date Term Reason for Undertaking Undertakin g given to Amount (Thousa nd YTL) Currenc y Type Credit Allocation Undertakings with Disposal Guarantee Payments Undertakings for Checks Credit Card Expenditure Limit Undertakings Credit Card Promotion Undertakings TOTAL Blocked Deposit Amounts kept at Banks: NO 17. The issues required to be explained as of the balance sheet date (31/12/2006): All the legal permissions and approvals for the transfer of shares (%19,5510) of Şekerbank T.A.Ş. Personnel Additional Social Security and Support Fund Foundation, which is a main shareholder of Şekerbank T.A.Ş. and shares (%14,4277) of Şekerbank T.A.Ş. Personnel Social Insurance Fund Foundation, which is also a main shareholder of Şekerbank T.A.Ş. in total shares of (%33,9787) Şekerbank T.A.Ş. capital to TuranAlem Securities JSC against the payment of YTL were taken and the transfer transaction was realized on 15 March 2007 at İMKB Whole Sales Market and a General Assembly Meeting was held on 15 March 2007 at 17:00 and the requirements of the Share Purchase/Sale Agreement were performed by the Purchasers and the Sellers. a) As of the final accounting period ( ); 1) Issues required to be corrected: i) Accounting mistakes and tricks revealed after the (NO) balance sheet date: ii) To make the purchase costs or sale revenues of the (NO) assets definite after the balance sheet date: iii) Revealing the losses incurred in the value of the assets (NO) after the balance sheet date: iv) Obtaining information or documents revealing that (NO) there is a continuous loss in the value of the Company s subsidiaries (including the depended companies ): v) Obtaining new findings that might effect the net (NO) realizable value of the stocks: vi) Bankruptcy of the debtors or starting new discussions with the debtors on the payable amounts:. As of there are 173 pending protocols and the total agreed amount is YTL

33 vii) Receiving the demanded insurance indemnification or (YES) have them received: Issue Amount Explanation IT materials Electronic goods and Wooden sitting groups ,00.YTL Collected by Şeker Sigorta A.Ş. Due to Metrocity fire. (Collection) Electronic Goods Policy 823,00.YTL Collection (Notebook) Electronic Goods Policy 927,00.YTL Collection(POS) Electronic Goods Policy 1.000,00.YTL Collection (Notebook) Electronic Goods Policy 840,00.YTL Collection(POS) viii) Changes on tax rates: (NO) ix) Similar events: (NO) 2) Issues required to be explained: i) Mergers and acquisitions:. Şekerbank T.A.Ş. Personnel Additional Social Security and Support Fund Foundation and Şekerbank T.A.Ş. Personnel Social Insurance Fund Foundation executed a Share Sale/Purchase Agreement with Bank TuranAlem Group for the sale of Şekerbank T.A.Ş. shares on ii) Changes in the operational structure, expansion or (NO) constriction of activities or commencing new activities: iii) Occurrence of value loss on the assets after the balance (NO) sheet date: iv) Capital Increase and other material mobile asset (NO) issuances: v) Material tangible fixed asset purchase or sales, (NO) participation to or by other companies: vi) Strike and other similar disputes: (NO) vii) Increase on Redundancy Indemnification Limits: (NO) viii) Similar Events: (NO) b) Final situation (as of 31/03/2007); 1) Issues Required to be Corrected: i) Accounting mistakes and tricks revealed after the balance sheet date: ii) Making the purchase costs or sale revenues of the assets definite after the balance sheet date: iii) Revealing the losses incurred in the value of the assets after the balance sheet date: iv) Obtaining information or documents revealing that there is a continuous loss in the value of the Company s subsidiaries (including the depended companies ): v) Obtaining new findings that might effect the net realizable value of the stocks: (NO) (NO) (NO) (NO) (NO) 31

34 vi) Bankruptcy of the debtors or starting new discussions (YES) with the debtors on the payable amounts:. As of there are 181 pending protocols and the total agreed amount is YTL YTL. vii) Receiving the demanded insurance indemnification or (NO) have them received: viii) Changes on tax rates: (NO) ix) Similar events: (NO) 2) Issues Required to be Explained: i) Mergers and Acquisitions: (NO) It was decided to transfer %19,55 of the Company shares that belong to Şekerbank T.A.Ş. Personnel Additional Social Security and Support Fund Foundation and %14,43 of the Company shares that belong to Şekerbank T.A.Ş. Personnel Social Insurance Fund Foundation in total %33,98 of the capital of Şekerbank T.A.Ş. to Bank TuranAlem Group against a payment of 10 YTL for each share with a nominal value of 10 YTL and the transfer of %33,98 of the Company capital was realized on ii) Changes in the operational structure, expansion or (NO) constriction of activities or commencing new activities: iii) Occurrence of value loss on the assets after the balance (NO) sheet date: iv) Capital Increase and other material mobile asset (NO) issuances: v) Material tangible fixed asset purchase or sales, (NO) participation to or by other companies: vi) Strike and other similar disputes: (NO) vii) Increase on Redundancy Indemnification Limits: (YES) As of 1 January 2007 the redundancy indemnification ceiling was increased to 1.960,69 thousand YTL. viii) Similar Events: (NO) 18. Information on the conditional losses and any kind of conditions earnings of the Company: (YES) a) At the end of last financial period (as of 31/12/2006); i) Pending court cases in which the Company is the (YES98 Cases) claimant party: According to the information given by the law department of the Company, as of the balance sheet date, there are 98 pending court cases opened by the Bank. The total amount of these cases is Thousand YTL. ii) Pending court cased in which the Company is the (YES201 Cases) plaintiff party: According to the information given by the law department of the Company, as of the balance sheet date, there are 201 pending court cases opened against the Bank. The total amount of these cases is Thousand YTL. iii) Bonds endorsed by the Company to the sellers: (NO) iv) Indemnification demands in favor of the Company: (YES11 Cases) Stem from Employment Cases : Traffic Accident Indemnification Due to Credits made Available: Court of First Instance: ,00 YTL 7.000,00 USD 2.684,00 YTL ,00 YTL Cases are continuing ,13 YTL v) Indemnification Demands against the Company: (YES29 Cases) 32

35 Stem from Employment Cases: Court of First Instance: Court of First Trade Instance: Due to Deposit Conflicts: Due to Credits Made Available: ,48 YTL ,36 YTL ,00 YTL ,00 YTL ,00 YTL Cases are continuing. vi) Securities and Guarantees given: (YES) The total amount of the security letters issued by our Bank for the courts is Thousand YTL. vii) Intentions and preparations for the nationalization of the (NO) assets: viii) Similar events: (NO) b) Final situation (as of 31/03/2007); i) Pending court cases in which the Company is the (YES62 cases) claimant party: According to the information given by the law department of the Company, as of the balance sheet date, there are 62 pending court cases opened by the Bank. The total amount of these cases is Thousand YTL. ii) Pending court cased in which the Company is the (YES231 cases) plaintiff party: According to the information given by the law department of the Company, as of the balance sheet date, there are 231 pending court cases opened against the Bank. The total amount of these cases is Thousand YTL iii) Bonds endorsed by the Company to the sellers: (NO) iv) Indemnification demands in favor of the Company: (YES12 Cases) Stem from Employment Cases : Traffic Accident Indemnification Due to Credits made Available: Court of First Instance: ,00 YTL 7.000,00 USD 2.684,00 YTL ,00 YTL ,13 YTL Cases are continuing. v) Indemnification Demands against the Company: (YES37 Cases) Stem from Employment Cases: Court of First Instance: Court of First Trade Instance: Due to Deposit Conflicts: Due to Credits Made Available: ,70 YTL ,36 YTL ,00 YTL ,00 YTL ,00 YTL Cases are continuing. vi) Securities and Guarantees given: (YES) The total amount of the security letters issued by our Bank for the courts is YTL thousand. vii) Intentions and preparations for the nationalization of (NO) the assets: viii) Similar events: (NO) 19. Information on the changes about accounting estimations which have material influence on the gross profit of the Company and their monetary effects : (NO) 33

36 20. The list of the subsidiaries and depended companies, which has and indirect capital and management relationship with the Company and the names of the companies within the list of depended companies and their shareholding rates and amounts, term profit or loss stated in the last financial statements of such companies, their net term profit or loss, net operational profit and the terms in which these financial tables were prepared in, if they were prepared in compliance with the standards defined by SPK, if they were subject to independent audit and the issuance of the independent audit report (positive, negative or conditional), company headquarters, capital undertakings for the subsidiaries, reserves, dividend received/ to be received for the shares hold: a) In the last financial period (as of 31/12/2006); Business Company Trade Title Scope Address Şeker Yatırım Duran Varlıklar A.Ş. Şeker Faktoring Hizm. A.Ş. Şeker Finansal Kiralama A.Ş. Şeker Bilişim Sanayi A.Ş. Şekerbank Off Shore Limited Şekerbank (Kıbrıs) Ltd. TARPAM A.Ş. Çalık Şeker Konsorsiyum A.Ş. Trade Title Capital Market Transactions Factoring Services Financial Leasing Services Information Technology Banking Banking Service Sector Finance Acquisition Cost Fulya Mah. Şenol Sok. No: 13/3 Gayrettepe/ İst. Fulya Mah. Şenol Sok. No: 13/1 Gayrettepe/ İst. Nispetiye Cad. Tanburi Ali Efendi Sk. No: 1 Etiler/Istanbul Bilkent Mh. 2. Cad. ABlok Kat:4 Bilkent/Ankara Atatürk Cad. Muhtar Yusuf Galleria F Blok K:3 Lefkoşa/ K.K.T.C. Atatürk Cad. Muhtar Yusuf Galleria F Blok K:2 Lefkoşa/ K.K.T.C. Büyük Sanayi Çarşısı 1. Cadde No: 22 İskitler/ ANKARA Keresteciler Sitesi, Fatih Caddesi Selvi Sokak No: 18 Merter Istanbul Capital Last Year (Thousand YTL) YDDAF Reserves Paid Capital Undertaken Main Paid (YTL) (%) Currenc y Type Capital Undertaki ngs for Subsidiarie s (YTL) , , , , $ $ $ 74, , , ,00 Net Term Profit/Loss Net Operationa l Profit Current Year (Thousand YTL) Dividend Received Dividend to be received Independent Audit Performed? Opinion Şeker Yatırım Duran Varlıklar A.Ş YES Positive Şeker Faktoring Hizm. A.Ş YES Positive Şeker Finansal Kiralama A.Ş (5.928) (5.928) YES Conditional Şeker Bilişim Sanayi A.Ş NO Şekerbank Off Shore Limited YES Positive Şekerbank (Kıbrıs) Ltd (4.310) (4.416) YES Positive 34

37 TARPAM A.Ş (430) (430) NO Positive Çalık Şeker Konsorsiyum Positive (1.167) (1.167) YES A.Ş. b) Last Situation (as of 31/03/2007); Trade Title Şeker Yatırım Duran Varlıklar A.Ş. Şeker Faktoring Hizm. A.Ş. Şeker Finansal Kiralama A.Ş. Şeker Bilişim Sanayi A.Ş. Şekerbank Off Shore Limited Şekerbank (Kıbrıs) Ltd. TARPAM A.Ş. Çalık Şeker Konsorsiyum A.Ş. Business Scope Capital Piyasası İşlemleri Faktoring Hizmetleri Finansal Kiralama Hizmetleri Company Address Fulya Mah. Şenol Sok. No: 13/3 Gayrettepe/ İst. Fulya Mah. Şenol Sok. No: 13/1 Gayrettepe/ İst. Nispetiye Cad. Tanburi Ali Efendi Sk. No: 1 Etiler/Istanbul Bilişim Bilkent Mh. 2. Cad. ABlok Kat:4 Bilkent/Ankara Banking Atatürk Cad. Muhtar Yusuf Galleria F Blok K:3 Lefkoşa/ K.K.T.C. Banking Atatürk Cad. Muhtar Yusuf Galleria F Blok K:2 Lefkoşa/ K.K.T.C. Service Sector Finance Büyük Sanayi Çarşısı 1. Cadde No: 22 İskitler/ ANKARA Keresteciler Sitesi, Fatih Caddesi Selvi Sokak No: 18 Merter Istanbul Capital Paid Capital Undertaken Main Paid (YTL) (%) Currenc y Type Capital Undertaki ngs for Subsidiari es (YTL) , , , , $ $ $ 74, , , ,00 Trade Title Acquisition Cost Last Year (Thousand YTL) Current Year (Thousand YTL) Independent Audit Performed? Opinion Şeker Yatırım Duran Varlıklar A.Ş. Şeker Faktoring Hizm. A.Ş. Şeker Finansal Kiralama A.Ş. Şeker Bilişim Sanayi A.Ş. Şekerbank Off Shore Limited Şekerbank (Kıbrıs) Ltd YDDAF Reserves Net Term Profit/Loss Net Operatio nal Profit Dividend Received Dividend to be received YES YES YES NO YES YES 35

38 TARPAM A.Ş (214) (214) NO Çalık Şeker YES (7) (7) Konsorsiyum A.Ş. The audit of the subsidiaries was not completed as of Information on the stock exchange values of the mobile assets and financial fixes assets shown on the basis of their costs in the balance sheet and the cost values of the mobile assets and financial fixed assets shown on the basis of their stock exchange value in the balance sheet (on the basis of the last financial tables) Cost Value Current Value Mobile Assets for Sale or Purchase Purposes Mobile Assets Ready for Sale Mobile Assets to be Kept by their Due Dates Subsidiaries Cost Value Current Value Mobile Assets for Sale or Purchase Purposes Mobile Assets Ready for Sale Mobile Assets to be Kept by their Due Dates Subsidiaries Information on if there is a mutual partnership with subsidiaries and/or depended companies, it exists their amounts and rates, and the changes as of the final situation (as of the date of the last financial statement) SHAREHOLDING RATES ŞEKERBANK T.A.Ş. ŞEKER FACTORING ŞEKER YATIRIM ŞEKER OFFSHORE ŞEKER LEASING ŞEKER KIBRIS MINORITY TOTAL ŞEKER FACTORING 84,99% 15,01% % ŞEKER YATIRIM 99,04% 0,96% % ŞEKER OFFSHORE 74,30% 25,70% % ŞEKER LEASING 43,01% 4,25% 52,74% % ŞEKER KIBRIS 91,91% 8,09% % SHAREHOLDING RATES ŞEKERBANK T.A.Ş. ŞEKER FACTORING ŞEKER YATIRIM ŞEKER OFFSHORE ŞEKER LEASING ŞEKER KIBRIS MINORITY TOTAL ŞEKER FACTORING ŞEKER YATIRIM ŞEKER OFFSHORE ŞEKER LEASING ŞEKER KIBRIS

39 23. The Amount of the free of charge share certificates due to the capital increase made by the equities of the subsidiaries and depended companies: a) In the Last Financial Term (as of ) ; Subsidiaries/ Depended Companies Amount (Thousand YTL) Şeker Faktoring Hizmetleri A.Ş. 2,210 Şeker Yatırım Duran Varlıklar A.Ş. 2,971 Çalık Şeker Konsorsiyum Yatırım A.Ş. 248 Istanbul Altın Rafinerisi A.Ş. 0,250 TOTAL b) Last situation as of the last date of financial term (between and ); Subsidiaries/ Depended Companies Amount (Thousand YTL) Yatırım Finansman Duran Varlıklar A.Ş. 3 TOTAL Profit Distribution Policies of Each Subsidiary: Profit distributions of the subsidiaries is made in compliance with the decisions taken by the General Assemblies 25. Information on the future material investments of the subsidiaries: In Şeker Bilişim; It is planned to make license and human resources investments according to the projects to be realized. Tarpam A.Ş.; In 2006, The Company applied the tenders opened by subsidiaries of T. Elektrik Dağıtım A.Ş (Başkent, Boğaziçi, Uludağ, Gediz, Trakya Elektrik Dağıtım A.Ş.) and started to the electricity invoice collections. These tenders shall continue in The term of the tenders opened pursuant to the provisions of K.İ.K. General Announcement is one year and they shall be renewed every year. At the moment invoice collection is made in Istanbul, Ankara and Bursa regions. Offices are established in İzmir and Tekirdağ and it is planned to start the collections in these regions in June In Şeker Faktoring; It is planned to transfer the Company Headquarters to Gümüşsuyu in 2007 and transform the 4 existing correspondence offices to the branches and open two additional branches. It was planned to make online connections between the branches and the headquarters and the feasibility works were started. 26. Payment Plans of the Company fort he mid and long term bank loans: Due Date Amount Thousand YTL TOKİ LOANS GSM LOANS GSM LOANS GSM LOANS TOTAL The amounts of the payables and receivables in foreign currency and not covered by a foreign exchange guarantee and the monetary amounts within the actives and the YTL exchange currency rates: a) In the Last Financial Term (as of ) ; 37

40 Information on the currency risks of Mother Company: Assets 38 (Thousand YTL) Current Assets (Cash, Effective Stock, Money on Way, Purchased Checks) and Turkish Republic Central Bank) USD AUD 1 CAD 2 CHF 419 DKK 56 EUR GBP 675 NOK 23 SEK 65 Receivables from Banks and Other Financial Institutions USD AUD 42 CAD 342 CHF DKK EUR GBP JPY 75 KWD 1 NOK 252 SAR 63 SEK 275 Financial Assets Reflected to the Real Value Difference Profit or Loss USD 496 EUR Receivables from Monetary Markets Financial Assets Ready to Sale USD EUR Credits USD EUR GBP Subsidiaries, Depended Companies and Jointly Controlled Companies USD Investments to be Kept by Their Due Dates USD EUR Tangible Fixed Assets Intangible Fixed Assets Other Assets USD EUR AUD 4 CHF 12 DKK 1 GBP 224 NOK 6

41 Assets Total Liabilities Bank Deposits EUR USD GBP 28 Currency Deposit Accounts USD AUD 5 CAD 2 CHF DKK EUR GBP JPY 308 KWD NOK 50 SAR 1 SEK 234 Payables to Monetary Markets Funds Made Available to Other Financial Institutions USD EUR GBP Issued Mobile Assets Several Payables 657 USD 521 EUR 130 GBP 5 CHF 1 Derivative Financial Payables to Save from Risks Other Liabilities (2.255) USD (2.695) EUR 435 GBP 5 Liabilities Total Net Balance Position (36.515) Net Arrangement Calculation Position Receivables from Derivative Financial Tools USD EUR Payables to Derivative Financial Tools USD EUR GBP 551 In kind Credits USD EUR GBP 63 CAD 13 CHF JPY

42 NOK 150 CURRENCY CURRENCY TYPE CODE PURCHASE RATE USD 1,40550 AUD 1,10950 DKK 0,24829 SEK 0,20410 CHF 1,15110 JPY 1,18070 CAD 1,21160 KWD 4,84090 NOK 0,22411 GBP 2,75720 SAR 0,37533 EUR 1,85130 b) Final situation (as of 31/03/2007); Information on the currency risks of mother company bank: (Thousand YTL) Assets Current Assets (Cash, Effective Stock, Money on Way, Purchased Checks) and Turkish Republic Central Bank) USD EUR AUD 1 CAD 2 CHF 288 DKK 17 GBP 588 NOK 10 SEK 13 Receivables from Banks and Other Financial Institutions USD EUR JPY 183 AUD 94 CAD 516 CHF 156 DKK 137 GBP NOK 218 SEK 104 SAR 63 Financial Assets Reflected to the Real Value Difference Profit or Loss USD EUR 460 Financial Assets Ready to Sale USD EUR Credits USD EUR GBP

43 Subsidiaries, Depended Companies and Jointly Controlled Companies USD Investments to be Kept by Their Due Dates USD EUR Other Assets USD EUR GBP 167 CHF 25 NOK 8 SEK 2 DKK 1 Assets Total Liabilities Bank Deposits USD EUR GBP 824 Currency Deposit Accounts USD EUR JPY 492 DKK CAD 2 CHF GBP NOK 61 SEK 17 Funds Made Available to Other Financial Institutions USD EUR GBP 996 Several Payables USD 608 EUR 744 GBP 3 Other Liabilities USD 869 EUR 119 GBP 15 Liabilities Total Net Balance Position ( ) Net Arrangement Calculation Position Receivables from Derivative Financial Tools USD EUR CHF DKK GBP Payables to Derivative Financial Tools USD

44 EUR In kind Credits USD AUD 35 EUR GBP 87 CAD 13 CHF JPY NOK 12 SEK 53 CURRENCY CURRENCY TYPE CODE PURCHASE RATE USD 1,38000 AUD 1,11360 DKK 0,24669 SEK 0,19617 CHF 1,13040 JPY 1,16810 CAD 1,19600 KWD 4,74850 NOK 0,22631 GBP 2,70200 SAR 0,36852 EUR 1, Mobile Assets Issued Other than the Shares of the Company and Not Amortized yet (Final situation (as of 31/03/2007)): 29. Company mobile assets that amortized within the last year and representing the payables (within one year before the application date (from 31/03/2006 to 31/03/2007)): (NO) (NO) 30. Names and amounts of the items included within the other item in the financial tables and forming 20% or more of the relevant item or 5% or more of the balance sheet actives total (In the last financial table (as of 31/03/2007 )): As of 31 March 2007, Thousand YTL of Other Actives item is the Receivables from Time Sale of Actives, Thousand YTL of the same amount is Securities Given and Thousand YTL is Advances Given, Thousand YTL is First Establishment Expenditures, Thousand YTL is Receivables from Banking Services and Thousand YTL is Other Receivables Thousand YTL of the Other Receivables at an amount of Thousand YTL formed as a result of the decision taken by the 4 th Court of Council of State on 12 February 2007 in favor of the Bank in the pending tax case about the deduction on the 2004 corporate revenue of the Bank due to the previous term loss of the Bank pursuant to the Article 14/7 of KVK. 31. Personnel receivable and personnel payable totals that are more than 1% of the balance sheet total and included in the Other Receivables and Other Short Term Receivables item in the financial items (According to the last financial table (as of 31/03/2007)): (NO) 32. Doubtful receivable amounts allocated due to the receivables from the Shareholders, Subsidiaries and Depended Companies and the payables related to these (In the last financial table (as of 31/03/2007)): NO 42

45 33. Doubtful receivable amounts allocated for the receivables that are due or not due (separate totals) (In the last financial table (as of 31/03/2007)): As of , the provision allocated against the receivables is Thousand YTL. 34. In case the gross the separate totals of sales of the materials such as products, scraps and wastes and the service sales are over 20% within the domestic sales or exports item, the amounts related to these materials and services (In the last financial table (as of 31/03/2007)): NO 35. Explanatory not on the incomes and expenditures for the previous term and the amounts and sources of the previous term (In the last financial table (as of 31/03/2007)): Thousand YTL of Thousand YTL shown under other operation income item in the profitloss table is as a result of the cancellation of the expenditures of the previous years and Thousand YTL is formed by other incomes other than interest. The cancellation of the expenditures of the previous years contains items such as credit special provision cancellations, in kind provision returns, subsidiary and dependent partnership provision returns, fixed asset value decrease provision returns Thousand YTL of cancellation of the previous years expenditures at an amount of Thousand YTL formed as a result of the transfer of the previous term of the Bank losses to the correction account for the previous years due to the decision taken by the 4 th Court of Council of State on 12 February 2007 in favor of the bank on the pending tax about the deduction of the incorporate revenue of the Bank in 2004 in compliance with the provisions of Article 14/7 of KVK. Intermediate Term 31/03/2007 Personnel Expenditures Redundancy Fund Provision 718 Short Term Employee Right Liabilities Provision Expenditures Bank Social Aid Fund Asset Deficiency Provision Tangible Fixed Asset Value Decrease Expenditures Tangible Fixed Asset Depreciation Expenditures Intangible Fixed Asset Value Decrease Expenditures Intangible Fixed Asset Depreciation Expenditures 367 Value Decrease Expenditures for the Assets to be Sold Depreciation Expenditures for the Assets to be Sold 305 Value Decrease Expenditures for the Assets kept to be Sold Other Operation Expenditures Operation Leasing Expenditures Maintenance and Repair Expenditures 330 Advertisement and Announcement Expenditures Other Expenditures Loss stem from Sale of Actives 54 Other Total Other issues having material effects on the financial tables or required to be explained to make the financial tables clear, interpretable and understandable (In the last financial table (as of 31/12/2006)): All the legal permissions and approvals for the transfer of shares (%19,5510) of Şekerbank T.A.Ş. Personnel Additional Social Security and Support Fund Foundation, which is a 43

46 main shareholder of Şekerbank T.A.Ş. and shares (%14,4277) of Şekerbank T.A.Ş. Personnel Social Insurance Fund Foundation, which is also a main shareholder of Şekerbank T.A.Ş. in total shares of (%33,9787) Şekerbank T.A.Ş. capital to TuranAlem Securities JSC against the payment of YTL were taken and the transfer transaction was realized on 15 March 2007 at İMKB Whole Sales Market and a General Assembly Meeting was held on 15 March 2007 at 17:00 and the requirements of the Share Purchase/Sale Agreement were performed by the Purchasers and the Sellers. 37. The information required to be given if the financial tables, assets of the Company and operation results are not reflect the situation correctly (In the last financial table (31/03/2007)):NO 38. Information on independent audit: a) The financial tables prepared on 31/12/2005 in compliance with the Turkish Accounting Standards were audited by Denetim Serbest Mali Müşavirlik A.Ş. and a report giving a positive opinion was given. The financial tables prepared on 31/12/2006 in compliance with the Turkish Accounting Standards were audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. and a report giving a positive opinion was issued. The intermediate financial tables prepared on 31/03/2007 in compliance with the Turkish Accounting Standards were audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. and a report giving a positive opinion was issued. b) If exists the summary reports containing conditional, no opinion or negative opinions or explanatory paragraphs (the report not effecting the opinion but containing the issues required to be submitted to the related persons): NO. 39. Material changes that might effect the financial or trade positions and occurred after the announcement of the last annual or intermediate financial tables (they should include the developments about the production, sale, stocks, orders, costs and sale prices after the announcement of the last financial tables): All the legal permissions and approvals for the transfer of shares (%19,5510) of Şekerbank T.A.Ş. Personnel Additional Social Security and Support Fund Foundation, which is a main shareholder of Şekerbank T.A.Ş. and shares (%14,4277) of Şekerbank T.A.Ş. Personnel Social Insurance Fund Foundation, which is also a main shareholder of Şekerbank T.A.Ş. in total shares of (%33,9787) Şekerbank T.A.Ş. capital to TuranAlem Securities JSC against the payment of YTL were taken and the transfer transaction was realized on 15 March 2007 at İMKB Whole Sales Market and a General Assembly Meeting was held on 15 March 2007 at 17:00 and the requirements of the Share Purchase/Sale Agreement were performed by the Purchasers and the Sellers. IV. INFORMATION ABOUT THE MANAGEMENT 1. General Organization Structure of the Company: Given in ANNEX3 herein. 2. Company Board of Directors Members; 44

47 Name Surname Position Occupati on Address Positions obtained in the last 5 years in the Company Capital Share/Juridical Person Represented Erdal ARSLAN President Banking personnel Hasan Basri GÖKTAN Member General Manager Banking personnel Erdal BATMAZ Member Banking personnel Emin ERDEM Member Banking personnel Halil Can YEŞİLADA Member Banking personnel Yerkin TATISHEV Vice President Banking personnel Kairat BEKTANOV Murat YULDASHEV Saduakas MAMESHTEGI Tatiana Alekseevna FILIPPOVA Khosrow Kashani ZAMANI Member Member Member Member Member Banking personnel Banking personnel Banking personnel Banking personnel Banking personnel Büyükdere Cad.No:171 Metrocity İş Merk. ABlok Kat: 13 LeventIstanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok Kat: 13 LeventIstanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok Kat: 13 LeventIstanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok Kat: 13 LeventIstanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok Kat: 13 LeventIstanbul 97,Dzholdasbekov Cad., Samal2, Almaata, Kazakhstan Republic 97,Dzholdasbekov Cad., Samal2, Almaata, Kazakhstan Republic 97,Dzholdasbekov Cad., Samal2, Almaata, Kazakhstan Republic 97,Dzholdasbekov Cad., Samal2, Almaata, Kazakhstan Republic Büyükdere Cad.No:171 Metrocity İş Merk. ABlok Kat: 13 LeventIstanbul 1401N Oak Str.Arlington Virginia (YTL) (%) Board of Directors Member Board of Directors President General Manager Board of Directors Member Board of Directors Member Board of Directors Member Board of Auditors Member ,40 45

48 3. The Duties of the Board of Directors members out of the Company; Name Surname Erdal ARSLAN Hasan Basri GÖKTAN Erdal BATMAZ Emin ERDEM Halil Can YEŞİLADA Yerkin TATISHEV Kairat BEKTANOV Murat YULDASHEV Saduakas MAMESHTEGI Tatiana Alekseevna FILIPPOVA Khosrow Kashani ZAMANI The Duties obtained out of the Company As of the Final Situation NO Şeker Yatırım Duran Varlıklar A.Ş. Board of Directors President Şeker Faktoring Hizmetleri A.Ş. Board of Directors President Şeker Finansal Kiralama A.Ş. Board of Directors President Şekerbank Off Shore Limited Board of Directors President NO ENTAŞ Enerdem Ticaret Turizm ve Yapı Taah.Paz A.Ş. Board of Directors President ENDA Enerdem Mali Danışmanlık Limited Şirketi Company Manager Çalık Şeker Konsorsiyum Yatırım A.Ş.Board of Directors Deputy President Bank TuranAlem JSCBoard of Directors Member TuranAlem Securities JSC Manager Bank TuranAlem JSCBoard of Directors Deputy President Temirbank Board of Directors President Bank TuranAlem JSCBoard of Directors Deputy President TuranAlem Securities JSC Board of Directors Deputy President Bank TuranAlem JSCBoard of Directors Risk Consultant Great Circle Fund.L.P. Consultation Board Member Darby Overseas Investments Ltd.Superior Consultant BTAO Board of Directors Member 4. Board of Auditors Members of the Company; Name Surname Position M. Cahit BAŞER Board of Auditors Member Mehmet ÜNAL Board of Auditors Member Kuat SEKSENALINOV Board of Auditors Member Occupatio n Banking personnel Academician Banking personnel Address Birlik Mah. 3. Cadde No:9 BirlikAnkara Ankara University Faculty of Law CebeciAnkara 97,Dzholdasbekov Cad., Samal2, Almaata, Kazakhstan Republic Positions obtained in the last 5 years in the Company Board of Directors Member Capital Share/Juridical Person Represented (YTL) (%) 5. Audit Commission Members of the Company; Name Surname Halil Can YEŞİLADA Murat YULDASHEV Position Board of Directors Member Board of Directors Member Occupatio n Banking personnel Banking personnel Address Büyükdere Cad.No:171 Metrocity İş Merk. ABlok Kat: 13 LeventIstanbul 97,Dzholdasbekov Cad., Samal2, Almaata, Kazakhstan Republic Positions obtained in the last 5 years in the Company Board of Auditors Member Capital Share/Juridical Person Represented (YTL) (%) 46

49 6. Management Personnel; Name Surname Position Occupa tion Dr. Hasan Basri GÖKTAN Abdurrahman ÖZCİĞER A.Yücel AKBULUT Çetin AYDIN Meriç ULUŞAHİN Mesut ÖZDİNÇ Orhan KARAKAŞ Ömer Faruk TÜRKMEN Ramazan KARADEMİR Board of Directors Member General Manager Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Banking personnel Business Executive Banking personnel Banking personnel Banking personnel Banking personnel Banking personnel Banking personnel Banking personnel Banking personnel Address Address Positions obtained in the last 5 years in the Company Büyükdere Cad.No:171 Metrocity İş Merk. ABlok 1.Levent Istanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok 1.Levent Istanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok 1.Levent Istanbul Board of Directors President General Manager Executive Vice President Executive Vice President Büyükdere Executive Vice Cad.No:171 President Metrocity İş Unit Manager Merk. ABlok 1.Levent Istanbul Büyükdere Board of Directors Cad.No:171 Member Metrocity İş Executive Vice Merk. ABlok President 1.Levent Istanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok 1.Levent Istanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok 1.Levent Istanbul Executive Vice President Unit Manager Executive Vice President Unit Manager Büyükdere Board of Directors Cad.No:171 Member Metrocity İş Executive Vice Merk. ABlok President 1.Levent Istanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok 1.Levent Istanbul Executive Vice President President of Auditory Board Şeker Yatırım Mobile Asset Değ. A.Ş. Board of Directors President Şeker Faktoring Hiz. A.Ş. Board of Directors President Şeker Finansal Kiralama A.Ş. Board of Directors President Şekerbank Off Shore Limited Board of Directors President Şeker Yatırım Mobile Asset Değ. A.Ş. Board of Auditors Member Şeker Finansal Kiralama. A.Ş. Board of Directors Member Şeker Faktoring Hiz. A.Ş. Board of Directors Member Şeker Yatırım Mobile Asset Değ. A.Ş. Board of Directors Deputy President Şeker Faktoring Hiz. A.Ş. Board of Directors Member Şeker Finansal Kiralama. A.Ş. Board of Directors Member Şeker Finansal Kiralama. A.Ş. Board of Directors Deputy President Şekerbank Kıbrıs Ltd. Board of Directors President Şeker Yatırım Mobile Asset Değ. A.Ş. Board of Directors Member Capital Share (YTL) (%) 47

50 Salih Zeki ÖNDER Tanol TÜRKOĞLU Hüseyin SERDAR Murat ISHMUHAMEDOV Executive Vice President Executive Vice President General Secretary Executive Vice President Banking personnel Banking personnel Banking personnel Banking personnel Büyükdere Executive Vice Cad.No:171 President Metrocity İş Merk. ABlok 1.Levent Istanbul Büyükdere Executive Vice Cad.No:171 President Metrocity İş Merk. ABlok 1.Levent Istanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok 1.Levent Istanbul Büyükdere Cad.No:171 Metrocity İş Merk. ABlok 1.Levent Istanbul Şeker Faktoring Hiz. A.Ş. Board of Directors Member Şeker Faktoring Hiz. A.Ş. Board of Auditors Member General Secretary Şeker Finansal Kiralama. A.Ş. Board of Directors Member 7. Total amount of the remuneration and other benefits given to the Board of Directors presidents and members, general manager, general coordinator, delegate members and vice general managers and other such superior management personnel including the benefits supplied by the other group companies: Total gross amount of the remuneration and other benefits supplied to the aforesaid persons by the Bank for the term between and is: ,00. YTL. Total gross amount of the remuneration and other benefits supplied to the aforesaid persons by the Group Companies for the term between and is: ,16. YTL and USD. 8. The amount and the characteristics of the benefits obtained by the Board of Directors President and Members, general coordinator, delegate member, general manager and vice general manager and other such superior management personnel and the key management personnel from the transactions such as sale/purchase acquisition or transfer of the assets not included in the ordinary operations of the Company: NO 9. The amount and the characteristics of the benefits obtained by the Board of Directors President and Members, general coordinator, delegate member, general manager and vice general manager and other such superior management personnel and the key management personnel from the transactions such as sale/purchase acquisition or transfer of the assets within the ordinary operations of the Company: NO 48

51 V. INFORMATION ON THE OPERATIONS 1. Operational sector, actual operations subject and position of the company within the sector: Şekerbank T.A.Ş. operates in the banking sector and its business scope includes Incorporate and Trade Banking, Individual Banking, Small Sized Companies Banking. At the moment the Company has 215 branches and 1 correspondence office in abroad. 2. Good and service production amounts of the Company realized for each main product group within the term and the changes on them when compared to the previous term: Change % TP YP TP YP TP YP Interests Received from Credits ,1% 74,3% From Short Term Credits ,7% 74,7% From Mid and Long Term Credits ,9% 58,8% Interest Obtained from the Receivables under Prosecution ,7% Premiums Obtained from Source Disposal Fund 3. Good and service sale amounts of the Company realized for each main product group within the term and the changes on them when compared to the previous term: Change % Account Name Total Total Total Turkish Money Bank Deposits ,9% Saving Deposits ,2% Official Deposits ,5% Trade Deposits ,4% Other Deposits ,1% 7 Day Notification Deposits Total ,0% Foreign Currency DTH ,1% Bank Deposits ,4% 7 Day Notification Deposits Precious Mines D,Hs, Total ,6% General Total ,1% 4. Distribution of the new revenue amount realized by the Company within the last three years on the basis of operation area and geographical structure of the market: (NO) 49

52 5. The place and the size of the facilities where 10% of more of the sale revenue or production of the Company was realized/manufactures: Metrocity containing the Trade/KOBİ (Small/Middle Sized Incorporation)/Operation Banking, Fund Management, Project Finance, Credit Management units of Şekerbank T.A.Ş. is located at Büyükdere Cad. No:171 MetroCity Plaza 1.Levent/Istanbul at it has a total area of 5075 m2. The building containing Individual Operations, External Operations and Foreign Exchange, General Management Operations, Credit Operations, Software and Project Management units is located at Cumhuriyet Mah. Abdi İpekçi Cad. Karaman Sok.No:9 Yakacık/Kartal and it has a total area of 5300 m2. 6. Information on the incentives and subversions related to the Company: NO 7. Information on the stocks of the companies dealing with mining and other such activities, estimations for the economic reserves, and their estimated use term, privilege term and conditions, economical conditions required for the operation of them, actual operations: NO 8. Summary information on the production or manufacture technology employed: NO 9. Significant new products and operations: ADK Products and Services Internet Branch and Telephone Banking Transition to Telephone and Internet Banking, Cash advance calculation tool, Password determination and change at Internet Branch, Bedaş invoice collections, Türksat invoice collections, Treasury bond State Debenture and Euro Bond Transactions (PurchaseSale), Online tax collections, taking İzsu invoice instructions, Agency services and significant individual reminding via Internet Branch, Avea invoice collection and counter loading (may be realized only from the account), transmitting questions to the Call Center via communication hall with messages, Customs tax collections, Gisad telecom payment collections, Informing the customers via Şeker sms, realizing Internet Banking transactions more reliable via Şekerşifre, Share Certificates purchasesale transactions, sending warnings to the customers about the monetary movements at Individual/Internet Branch, online collection of İski invoices, sending Short Messages (SMS) to the Customers, AKUT Donations, Nature Association donations, Unicef donations. Call Center Giving Şeker Company Card and Business Card support via IVR and password determination, development of IVR and card passwords in compliance with EMV, giving Platinum credit card support, establishment of infrastructure for the call direction to the Platinum credit card customers assistance company, SMS sending to inform about the results of the Limit and Term Change demands, Cancellation Analysis Application Change and call of the customers asking for cancellation via Anti Attrition Group, calling the debtor customers Credit Card and Individual Credit Card customers by Collection Group ATM Password change ability for the Chipped Şekerbank Card on ATMs (Chip&Pin), Telephone banking password change and determination, Jitter (enabling jitter characteristics against card copying in the regions where there exists a security risk). Trade/KOBİ/Operational Banking Products and Services Operation Credits, Organic Agriculture Greenhouse Credit, Agricultural Inventory Credit, Quality Certificate, Stock Rising Investment Credit, Franchising Credit, Raw Material Credit, TMO Trade Credit against Voucher, Agricultural Equipment Credit, Breeding Milk and Stock Raising Credit, 50

53 Trade Credit in installments (credits for the sector selling goods and services, taxed with simple methods or keeping books according to the operation accounts (including second class tradesmen)), Tradesmen Credited Deposit Credit, BMC brand new and second hand financing (a campaign with a single vehicle company), Credits against Trade Plate Pledge (Taking the trade plates and lines at the metropolitan states as a security against the credits made available) Collection Credits (Crediting/making installations for tax collections of the trade companies), Tourism Support Credit Individual Credit Products and Services Dwelling Credits for Completed Construction Projects, Dwelling Construction Cooperative Completion Credit, Individual Finance Credit Fund Management Products and Services Term Currency Purchase Sale (Forward) Transactions 10. Information on the production/service processes with a significant effect on operations or profitability: NO 11. Number of the working personnel working at the moment and within the previous 3 years on the basis of their categories: Total personnel at the beginning of the term Administrative personnel (not a union member) Administrative personnel (union member) Other Personnel (union member) Other Personnel (not a union member) Total personnel at the end of the term Administrative personnel (not a union member) Administrative personnel (union member) Other Personnel (union member) Other Personnel (not a union member) Current Situation Distribution of the personnel working at the moment and within the previous year on the basis of the main sectors: Our company carries out its activities only in the banking sector. 51

54 13. Information on the real estates owned by the Company: Type a) In the Last Financial Term (as of ) ; Year of Acquisition Location M² Book Value Net (YTL) Tax Value (YTL) Deposit Amount In kind Rights on the G. Mobile Assets and Their Value(YTL) ADAPAZARI AKŞEHIR AKYAZI ÇEMBERLITAŞ ANKARA BARTER OFFICE IZMIR WAREHOUSE KAYSERI K.EREĞLI MERSIN MERZIFON TURHAL AFYON KARTAL KASTAMONU KÜTAHYA TOPHANE OFFICE BUILDING 1859, ANKARA BARTER OFFICE 380, ADANA BARTER OFFICE BEŞIKTAŞ GÖZTEPE MERSIN BARTER OFFICE DENIZLI BARTER OFFICE BOZÜYÜK ESKIŞEHIR TARSUS NAZILLI AMASYA ÇORUM ANTALYA BARTER OFFICE A_YENIŞEHIR ELBISTAN ŞANLIURFA KÜÇÜKESAT BURSA KAHRAMANMARAŞ FLATS AT KADIKÖY AND ZİVERBEY BRANCH AKHISAR MECIDIYEKÖY KARACABEY SAMSUN BARTER OFFICE SOMA LODGE AT ÇANKAYA 208, ADANA BOĞAZLIYAN ISTANBUL BARTER

55 OFFICE MECIDIYEKÖY LODGE AT BÜYÜKESAT LÜLEBURGAZ LODGE AT ESKİŞEHİR LODGE AT KÜÇÜKESAT LODGE AT İZMİR LODGE' AT BURSA ESKİŞEHİR OSTİM IST.REGIONAL MANAGEMENT DENİZLİ BABAESKİ SİVAS ADANA GAZİPAŞA YENİ KADIKÖY SÖKE YALVAÇ EDİRNE LODGE' AT DÜZCE MANİSA SAMSUN BEYOĞLU İST.SECTIONS UZUNKÖPRÜ BOSTANCI ÇERKEZKÖY LODGE AT ADANA ADANA GAZİPAŞA ADDITIONAL SERVICE BUILDING ORDU IĞDIR AYRANCI DENİZLİ SOYSAL OFFICE BUILDINGKIZILAY BRANCH İST. METROCİTY İST. METROCİTY TOTAL

56 b) Final situation (as of 31/03/2007); Type Year of Acquisition Location M² Book Value Net (YTL) Tax Value (YTL) Deposit Amount In kind Rights on the G. Mobile Assets and Their Value(YTL) ADAPAZARI AKŞEHIR AKYAZI ÇEMBERLITAŞ ANKARA BARTER OFFICE 205, IZMIR WAREHOUSE KAYSERI K.EREĞLI MERSIN MERZIFON TURHAL AFYON KARTAL KASTAMONU KÜTAHYA TOPHANE OFFICE BUILDING ANKARA BARTER OFFICE 380, ADANA BARTER OFFICE BEŞIKTAŞ GÖZTEPE BOZÜYÜK ESKIŞEHIR TARSUS NAZILLI AMASYA ÇORUM A_YENIŞEHIR ELBISTAN ŞANLIURFA KÜÇÜKESAT BURSA KAHRAMANMARAŞ FLATS AT KADIKÖY AND ZİVERBEY BRANCH AKHISAR MECIDIYEKÖY KARACABEY SOMA LODGE AT ÇANKAYA 208, ADANA BOĞAZLIYAN ISTANBUL BARTER OFFICE MECIDIYEKÖY BRANCH UPPER FLOORS 482 BÜYÜKESAT KOZASEYHAN (BAĞLAYAN) SOK. LODGE LÜLEBURGAZ LODGE IN ESKİŞEHİR (GÜNEY ŞEKER SİTESİ) 87 2 DUBLEX FLAT 3 FLAT LODGES IN İZMİR BALÇOVA 480 LODGE IN BURSA OSMANGAZİ 69 ESKİŞEHİR TAŞBAŞI SERVICE BUILDING OSTİM BRANCH SERVICE BUILDING M.Ş.M.G.SUYU MOBLIE ASSETS ISTANBUL

57 .REGIONAL MANAGEMENT DENİZLİ 2.BÖLGE YILDIRIM İNŞ.G.MEN. 64 BABAESKİ BRANCH SERVICE BUILDING 308 SİVAS BRANCH SERVICE BUILDING ADANA GAZİPAŞA SERVICE BUILDING YENİ KADIKÖY BRANCH SERVICE BUILDING SÖKE ŞB HIZMET BINASI YALVAÇ BRANCH SERVICE BUILDING 319 EDİRNE BRANCH SERVICE BUILDING LODGE' IN DÜZCE 0 14 MANİSA BRANCH SERVICE BUILDING FLATS IN SAMSUN BEYOĞLU ISTANBUL SECTIONS 667 İST.SECTIONS FLAT NUMBER UZUNKÖPRÜ BRANCH SERVICE BUILDING 624 ÇERKEZKÖY BRANCH SERVICE BUILDING ADANA GAZİPAŞA EK SERVICE BUILDING 372 ORDU BRANCH SERVICE BUILDING IĞDIR BRANCH SERVICE BUILDING AND LODGE 174 AYRANCI BRANCH SERVICE BUILDING 595 DENİZLİ BRANCH SERVICE BUILDING 1 ST FLOOR 149 SOCIAL OFFICE BUILDING KIZILAY BRANCH METROCITY METROCITY ANKARA BİRLİK SERVICE BUILDING ISTANBUL KARTAL SERVICE BUILDING ların Modification and 2007 Decoration Costs 168 TOTAL Tangible Fixed Asset movements of the Company: s Real estates acquired due to receivables Other Fixed Assets Mobile Assets obtained by financial leasing Costs Opening Balance, 1 January Additions Exits () (289) (3.450) (382) (4.121) Reevaluation Value Decrease (Provision)/Return (104) (104) Closing Balance, 31 March Accumulated Depreciation Opening Balance, 1 January Current Term Depreciation Expenditures Exists (128) (132) (375) (6) (641) Closing Balance, 31 March Net book value, 31 March Total 55

58 Net book value, 31 December Information on the real estates rented or hired by the Company: a) In the Last Financial Term (as of ) ; Information on the Real estates hired by the Company Hired from Real M 2 Location Disposal Rent (Person/ Estate Type Amount Asset Company) Type Rent Term Ö.Solak,N.Çalışkan Branch 330 ADIYAMAN Bank Branch 1666 EUR Fahri Canpolat Branch 206 AFŞİN Bank Branch 656,08 YTL Mecit,Mustafa Mutlu Branch 120 AKSARAY Bank Branch 3377,29 YTL A.Ali Güngör Branch 285 ALANYA Bank Branch 6213,8 YTL Alpullu Pan.Ek.Koop. Branch 300 ALPULLU Bank Branch 334,31 YTL Cüneyt, Mehmet, Elmas Branch 478 ALTUNİZADE Bank Branch 5500 USD Başaran H.Torunlar, Branch 500 ANK/BALGAT Bank Branch 5166,66 USD A.Şahin, Mehmet Y. Branch 503 ANK/BAŞKENT Bank Branch YTL Karagöz, Hüseyin Sultan Branch 356 ANKARA/ Bank Branch 9000 YTL ÇALIŞKAN YILDIZEVLER Nurettin Işık Branch 290 ANTALYA Bank Branch 4750 EUR H.B.Kurt Branch 182 BAFRA Bank Branch 3007,67 YTL Osman İncedağ Branch 150 BANAZ Bank Branch 562,6 YTL Süreyya Bereket Branch 240 BANDIRMA Bank Branch 3743,24 YTL Ahmet,Cevriye Tunç Branch 450 BAYRAMPAŞA Bank Branch 5007,26 YTL Vehbi Koç Branch 325 BEYOĞLU/İST. Bank Branch 13212,6 YTL Ali Dede Branch 150 BEYŞEHİR Bank Branch 705,9 YTL Z.Yaman,A.Sarı Branch 435 BİRLİK Bank Branch 5701,5 YTL İbrahim UYGUN Branch 360 BODRUM Bank Branch 2500 USD Rıza Özarı Branch 314 BURDUR Bank Branch 3463,56 YTL Mustafa Aydar Branch 216 CEYHAN Bank Branch 1131,77 YTL Belediye Branch 195 ÇANKIRI Bank Branch 3000 YTL HaticeErdoğan Öksüz Branch 450 ÇAY Bank Branch 569,73 YTL Suat Çanatay Branch 290 DEMETEVLER Bank Branch 2837,89 YTL A. Alımcı Branch 402 ANKARA Bank Branch 3439,46 YTL İ. Uygur,A. Karaboğa Branch 262 DİYARBAKIR Bank Branch 3823,15 YTL S.Turan Branch 325 DÜZCE Bank Branch 4053,28 YTL Kaya Karakaya Branch 641 ELAZIĞ Bank Branch 7190,14 YTL Vakıflar Gen. Müd. Branch 455 ISTANBUL Bank Branch 7735 USD S.Şahbaz Branch 290 EMİRDAĞ Bank Branch 513,86 YTL M.İrfan Başyazıcıoğlu Branch 375 ERCİYES Bank Branch 2600 USD M.Keleş Branch 661 ERZİNCAN Bank Branch 3898,38 YTL Baki, Salih, Fikret Branch 350 ERZURUM Bank Branch 5734,74 YTL Oğraş Abdullah,Ahmet Özgür, Branch 910 ETİLER/İST. Bank Branch 9000 USD Kaan, Mahir Zaimoğlu Fatma Erize Branch 404 FETHİYE Bank Branch 3871,36 YTL HüseyinSelahattin Branch 240 GAZİOSMANPAŞA Bank Branch 7307,96 YTL Fahrettin /ANK. Branch 263 GAZİOSMANPAŞA Bank Branch 10133,2 YTL Arif İncekara /İST. Z.Giray Özer Branch 400 GEBZE Bank Branch 6627,6 YTL Refan,Ahmet, Fatih ve Branch 165 GİRESUN Bank Branch 4500 YTL Arzu Şenel Sicima Tekstil Tic. Branch 400 İKİTELLİ/İST. Bank Branch 6000 USD Haydar Taşdemir Branch 375 İMES/İST. Bank Branch 5069,55 YTL Ali Parlak Branch 256 İNEGÖL Bank Branch 3250 YTL Mehmet Güzel Branch 464 İSKENDERUN Bank Branch 2648,75 YTL M.Tarık Şener Branch 190 ISPARTA Bank Branch 3000 YTL Hasan Topçu Branch 405 İST/4.LEVENT Bank Branch 5000 USD Branch 100 İST/AHL(SERBEST Bank Branch 1287,08 USD İ.A.Hav.Li.İşl. A.Ş. BÖLGE ) Kazım Ünal Branch 460 İST/KOZYATAĞI Bank Branch 10801,98 YTL Mahmut Tavlaşoğlu Branch 155 İST/KÜÇÜKYALI Bank Branch YTL Bülent Bulutoğlu Branch 210 İST/MEGACENTER Bank Branch 2293,89 YTL Öznur Özkoç Branch 253 İST/NİŞANTAŞI Bank Branch 13415,27 YTL

59 R.Çakır,A.Alkaş Branch 470 İST/PENDİK ÇARŞI Bank Branch 3500 USD İbrahim Dalcı Branch 120 İST/YEŞİLKÖY Bank Branch 2741,25 USD Branch 481 İST/ZEYTİNBURN Bank Branch 9309,21 YTL S.Topaloğlu U Kaya Holding A.Ş. Branch 285 İST/SEFAKÖY Bank Branch 2850 USD Branch 375 İVEDİK Bank Branch 3000 USD Hasan Gültekin ORG..SAN./ ANK. Mehmet ErtürkYusuf Branch 200 İZM/HATAY Bank Branch 8649,42 YTL Ziya Ertürk Branch 490 İZM/KARABAĞLA Bank Branch 9500 YTL Mehmet Nuri Kutlu R Z.Yüksel Krom, Funda Branch 250 İZM/KARŞIYAKA Bank Branch 8258,02 YTL Krom, Untaş İnş.Ltd.Şti. Branch 815 İZM/ŞİRİNYER Bank Branch 8871,2 YTL G.Özen Kolaylı Branch 505 İZMİT Bank Branch 6730,29 YTL Yolbulan Tic. Branch 160 KARABÜK Bank Branch 1778,49 YTL Karaman Tic. Ve San. Branch 154 KARAMAN Bank Branch 3896,2 YTL Od. Branch 256 YENİ SANAYİ/ Bank Branch 1625 USD Sinan Başyazıcıoğlu KAYSERİ Branch 250 KAZIMKARABEKİ Bank Branch 3000 USD Uğurlu Tic.A.Ş. R/ANK. Osman Yalçınkaya Branch 370 KIRŞEHİR Bank Branch YTL Guyap Sencer Branch 310 KUŞADASI Bank Branch 2500 EUR Branch 335 LEVENT Bank Branch 7000 USD Mümtaz Esmer ÇARŞI/İST. Alpullu Pancar Ekicileri Branch 235 LÜLEBURGAZ Bank Branch 6166,66 YTL Hasan İhsan Yıldırım Branch 285 MALATYA Bank Branch 5000 YTL Doğan Kozanoğlu Branch 200 MALTEPE/İST Bank Branch 3560,69 YTL H.İbrahim Kendiroğlu Branch 335 MANAVGAT Bank Branch 3166 USD Hamdi AK Branch 420 MARMARİS Bank Branch 4909,77 YTL Nazmi Akbacı Branch 216 MASLAK/İST. Bank Branch 2896,5 YTL Dursun,Turgut, Turan Branch 342 MERTER/İST. Bank Branch 10095,45 YTL Keskinkılıç İclal Başer Branch 101 NEVŞEHİR Bank Branch 1000 USD M.Uyanık Branch 131 NİĞDE Bank Branch 6215,26 YTL İsmet Kihti Branch 256 NİKSAR Bank Branch 671,72 YTL MuzafferMüzeyyen Branch 392 OSMANİYE Bank Branch 2287,91 YTL Teke Branch 380 PORSUK/ Bank Branch 7356,4 YTL Mine Uğural ESKİŞEHİR Zeki Balıkçı Branch 240 REŞİTGALİP/ANK. Bank Branch 3896,2 YTL Sevimli Demirsaç Tic. Branch 274 RİZE Bank Branch 4827,33 YTL H.Demirağ Branch 442 SAMSUN Bank Branch 3900,16 YTL Mehmet,Hüseyin Güneş Branch 178 SEYDİŞEHİR Bank Branch 1102,08 YTL Ayşe Gürkaynak Branch 230 SİNCAN Bank Branch 1250 USD Sadık Panayırcı Branch 400 SİTELER/ANK Bank Branch 2163,67 YTL Belediye Branch 125 SULTANDAĞI Bank Branch 83,34 YTL AltanAyhan Üstündağlı Branch 396 SUSURLUK Bank Branch 1181,02 YTL Branch 213 ŞARKİKARA Bank Branch 1140,83 YTL Belediye AĞAÇ F.Fehmi,M.Ali Branch 383 ŞEHİT KAMİL Bank Branch 1500 USD Hösükoğlu Yaşar Aksoy Branch 815 ŞİRİNEVLER/İST Bank Branch 5662,41 YTL Belediye Branch 192 ŞUHUT Bank Branch 698,1 YTL Ergün ALAY Branch 320 TAŞKÖPRÜ Bank Branch 883,33 YTL Emlakbank Vakfı Branch 387 TEKİRDAĞ Bank Branch 2897,5 YTL M.Yamanoğlu, Branch 300 TOKAT Bank Branch 3224,62 YTL N. Pekel Kalkan Yapı Branch 338 BÜSAN ORG SAN. Bank Branch 1500 USD Gülşide Yaşar Branch 220 TOROS/ADANA Bank Branch 3107,87 YTL N. Ulusoylar Branch 141 TOSYA Bank Branch 904,75 YTL Eyüp, M.Emin Branch 187 TRABZON Bank Branch 7500 USD Polatoğlu Celal Şahin Branch 483 ULUDAĞ/BURSA Bank Branch 3250 USD Uşak Pan. Ekicileri Branch 385 UŞAK Bank Branch 4212 YTL N. Ayanoğlu Branch 154 ÜMİTKÖY/ANK. Bank Branch 4653,39 YTL Yalçın Taşçıoğlu Branch 421 ÜNYE Bank Branch 1916,66 YTL Nazi,Muzaffer Pulat Branch 394 VAN Bank Branch 3000 USD Ahmet Ergün Branch 150 YENİÇUBUK Bank Branch 557,96 YTL Meliha Yüksel Branch 148 ZONGULDAK Bank Branch 3453,2 YTL

60 Erdoğan Çalak Branch 270 İST/KAVACIK Bank Branch 3500 USD H.Yüksel Ali Uzun Branch 330 İST/SULTANBEYLİ Bank Branch 6250 YTL Zekai Şafak Branch 480 ŞAŞMAZ/ANK. Bank Branch 5000 YTL Erol Mutlu Branch 255 ETLİK Bank Branch 9000 YTL Mümin Gür Branch 358 TURGUTLU Bank Branch 3500 YTL MehmetHimmet Yıldız Branch 230 TOPÇULAR Bank Branch 4000 EUR A.Niyazi Branch 1073 BEYPAZARI Bank Branch YTL Ercan/M.Cemil Ercan 1/2+1/2) Mustafa Yılmaz Branch 270 ÇARŞAMBA Bank Branch 4000 YTL Ziyahin Oğuz Branch 170 ÇUBUK Bank Branch 3400 YTL Musa Çınar Branch 284 SİLİFKE Bank Branch 4200 YTL Sevin Çiftçi,Emin Branch 198 ÖDEMİŞ Bank Branch 3900 YTL EthemZümral Mukadder Damla Aliasgeri Özbudak Branch 208 SALİHLİ Bank Branch 5250 YTL Bahar Branch 312 GÖNEN Bank Branch 2500 YTL Dervişoğlu,Gültekin Turhan Türkan İleri Branch 252 SERİK Bank Branch 4000 YTL Doğan Parlas Branch 487 GIDA Bank Branch 3600 YTL Ahmet Parlas ÇARŞISI/İZMİR M.Onur Ağım/G. Office 721 METROCİTY 21 st Office USD Özoğuz 1/2+1/2) FLOOR Office 360 METROCİTY 15. Office 5500 USD Uğur Tekstil FLOOR Metrosite Office 250 METROCİTY Office 630 USD İnş.Müş.Hizm.Tic. 2.Tes K. Metrosite Office 175 METROCİTY Office 1200 USD İnş.Müş.Hizm.Tic. 7.BD.KT Metrosite METROCİTYATM 721 USD İnş.Müş.Hizm.Tic. Sermin Hasşerbetçi Depo 4500 B.DÜZÜ Depo 7000 USD Tarpam A.Ş. Depo 100 İSKİTLER 1 Depo 253,23 YTL Tarpam A.Ş. Depo 100 İSKİTLER 2 Depo 172,95 YTL Hamdi Acarakçay Depo 550 BALGAT Depo 3000 YTL İnciOsman Çağalıkoç Dwelling LEVENT/ Dwelling 2500 USD BÜYÜKHANLI İrfan Öztürk Dwelling 140 ATAŞEHİR/İST Dwelling 700 YTL Av.Hikmet Yücesoy Office 350 ISTANBUL Office 3300 USD Sefa,Vefa,Murat Şahin Office 207 BURSA Office 2000 YTL Kombassan Holding Office 350 KONYA Office 3400 USD Mehmet Ramazan Bayel Office 422 GAZİANTEP Office 2800 YTL Atilla Odabaşı,Ö.Başaran Dwelling SARIKONAKLAR/ ISTANBUL Dwelling 3750 USD

61 Rented to (Person/ Institution) Real estate Type Information of the rented Real estates M 2 Location Disposal Type Rent Amount Rent Term Tab Gıda San. ve Tic. A.Ş Shop 199 Istanbul/Ba hçelievler Fast Food , Migros Türk A.Ş Shop 130 Ankara/Çan kaya Market , Zirve Dershanesi Office Place Adana/ Seyhan Private Course , Migros Türk A.Ş Office Place 760 Adana/ Seyhan Market , b) Final situation (as of 31/03/2007); Information on the Real estates hired by the Company Hired from Real M 2 Location Disposal Rent (Person/ Company) Estate Type Amount Asset Type 59 Rent Term Mehmet Kaynak Branch 160 ANK/CEBECİ Bank Branch 7500 YTL Mehmet Ökten Branch 672 ANTAKYA/ Bank Branch 4100 YTL HATAY Antalya Belediye Branch 486 ANTALYA YENİ Bank Branch 1866,66 YTL HAL Mustafa Sert Branch 270 AYDIN Bank Branch 9000 YTL Ahmet Gündoğdu Branch 250 ÇORLU Bank Branch 7750 YTL Oya Tümen,Macit Beceren Branch 384 İST/ Bank Branch YTL FENERYOLU Mehmet Yiğit Branch 270 ISTANBUL/ Bank Branch YTL KAZASKER Mustafa Aknil Branch 240 İST/SUADİYE Bank Branch YTL Doğan Polat Branch 523 İST/ÜSKÜDAR Bank Branch YTL Sedat Özkan Branch 327 İZM Bank Branch 9000 USD /GAZİBULVARI Kayseri Serbest Blg. A.Ş. Branch 112 KAYSERİ SERB. Bank Branch 5040 USD BÖL Zeki Erkin BüteMustafa Branch 300 TUZLA Bank Branch 9250 YTL Akman A.Keler,Y.Keler, Branch 450 ÇAĞLAYAN Bank Branch YTL M.Demircioğlu Konsad A.Ş. Branch 480 AVCILAR Bank Branch YTL Branch 352 AYRANCILAR/ Bank Branch 3000 YTL Nilgün Güler İZMİR Yalçın Altan Branch 257 KIRKLARELİ Bank Branch 5000 YTL Kemal ÖZTÜRK Branch 304 ÇANAKKALE Bank Branch 7000 YTL Cemal,Mahmut,M.Emin, Branch 280 BATMAN Bank Branch 5000 YTL Ferit Ceylan Züleyha Aydın Branch 259 FATSA Bank Branch 2750 YTL Zeki Gürkan Branch 295 KUMLUCA Bank Branch 4250 YTL Saniye Tek Branch 224 KOZAN Bank Branch 3500 YTL Tire Ticaret Odası Branch 306 TİRE Bank Branch 3500 YTL KİLİS Branch 450 KİLİS Bank Branch 4000 YTL ERBAA Branch 402 ERBAA Bank Branch 4000 YTL Ülker,Taner Tümay Office 500 GÜMÜŞSUYU Office 7500 YTL Yüksel Aker Zekiye Kurutepe Dwelling 65 KARTAL/ ISTANBUL Dwelling 900 YTL

62 Özlem Arzu Azer Dwelling BEŞİKTAŞ/ ISTANBUL Yüksel Deniz Sipahioğlu Dwelling ULUS/ ISTANBUL Rented to (Person/ Institution) Real estate Type Information of the rented Real estates M 2 Location Disposal Type Dwelling 1700 USD Dwelling 2800 YTL Rent Amount Rent Term Çepaş Galvaniz A.Ş Factory 1400 Ankara/Kazan Factory Assets obtained via financial leasing by the Company: a) Informtion on the assets obtained via financial leasing by the Company within the last 3 years: Type of the Lease Lease Owner of the Annual Rent Amount (YTL) Leased Place Commencement Completion Date Amount (YTL) Leased Property at the end of the Leasing Period Office ŞEKERBANK T.A.Ş (Metrocity 8th Floor) Office ŞEKERBANK T.A.Ş (Metrocity 9th Floor) Office ŞEKERBANK T.A.Ş (Metrocity 10th Floor) System ŞEKERBANK T.A.Ş Development Steel Shelves ŞEKERBANK T.A.Ş purchased for Beylikdüzü Warehouse Wooden Furniture ŞEKERBANK T.A.Ş Money Counter ŞEKERBANK T.A.Ş Machine Back up Unit and ŞEKERBANK T.A.Ş Notebook Wooden Products ŞEKERBANK T.A.Ş purchased for the Branches Furniture for Çubuk ŞEKERBANK T.A.Ş Branch Furniture for ŞEKERBANK T.A.Ş Beypazarı Branch 20 Vehicle Amount ŞEKERBANK T.A.Ş Vehicle armor ŞEKERBANK T.A.Ş plating amount Voice Record ŞEKERBANK T.A.Ş Devices and Furniture Furniture for UPS ŞEKERBANK T.A.Ş and Branches 50 Wall type ATM ŞEKERBANK T.A.Ş Wooden Furniture ŞEKERBANK T.A.Ş Network ŞEKERBANK T.A.Ş Infrastructure and System Room Wooden Furniture ŞEKERBANK T.A.Ş. Wooden Furniture ŞEKERBANK T.A.Ş. 60

63 PC ŞEKERBANK T.A.Ş. HP Hard Disk ŞEKERBANK T.A.Ş. Wooden Furniture ŞEKERBANK T.A.Ş. Information Process ŞEKERBANK T.A.Ş. Devices Computer ŞEKERBANK T.A.Ş. Equipment Vanguard Router ŞEKERBANK T.A.Ş. Wooden Furniture ŞEKERBANK T.A.Ş. Computer ŞEKERBANK T.A.Ş. Equipment Computer ŞEKERBANK T.A.Ş. Equipment Wooden Furniture ŞEKERBANK T.A.Ş. Wooden Furniture ŞEKERBANK T.A.Ş. Server ŞEKERBANK T.A.Ş. Computer ŞEKERBANK T.A.Ş. Equipment Computer ŞEKERBANK T.A.Ş. Equipment Wooden Furniture ŞEKERBANK T.A.Ş. Bill board ŞEKERBANK T.A.Ş. b) Information on the assets obtained via financial leasing by the Company as of 31/03/2007 (final situation): Leased Property Type Leasing Period Commencement Completion Leasing Amount (YTL) The Owner of the Leased Property at the End of Leasing Period 93 ATMs and Wooden Furniture ŞEKERBANK T.A.Ş. Wooden Furniture, Pc and LCD ŞEKERBANK T.A.Ş. Monitor Wooden Furniture and Adaptor ŞEKERBANK T.A.Ş. Wooden Furniture and 18 Notebooks ŞEKERBANK T.A.Ş. Leased Property Type Leasing Period Commencement Completion Leasing Amount (YTL) The Owner of the Leased Property at the End of Leasing Period Office (Metrocity 2nd Floor) ŞEKERBANK T.A.Ş. 17. Possible changes on the raw material supply conditions: NO 18. Changes on the sale conditions and the sale policy in the last year, the countries where the products are exported: NO. 19. Information on patent, license, industrialtrade, financial and other such agreements: Brands registered on behalf of Şekerbank T.A.Ş. 61

64 Brand Name Registration Number and Term Date 1 Şekerbank Figure / Şekerbank Figure / Şeker Leasing Figure / Şeker Yatırım Figure / Şeker Sanat Figure / Şeker Çocuk Figure / Şeker Factoring Figure / Şekerbank 24 Figure / Şeker.net / Şeker Bilişim / Şeker Tel / Şeker Menu / ŞekerKur / Şeker Puan / Şeker Hesap / ŞEKER HİZMET ŞEKER DESTEK ŞEKER YARDIM ŞEKER ALIŞVERİŞ ŞEKER HABER ŞEKER GENÇ ŞEKER ŞEKER BÜLTEN ŞEKER ONLİNE /01912 Registration decision taken by TPE 25 ŞEKER TELEFON /01913 Registration decision taken by TPE 26 ŞEKER MOBİL /01914 Registration decision taken by TPE 27 ŞEKER HAT /01915 Registration decision taken by TPE 28 ŞEKER POS /01916 Registration decision taken by TPE 29 ŞEKER KART /01917 Registration decision taken by TPE 30 ŞEKER SMS /01918 Registration decision taken by TPE 20. If exists, research and development policy related to the new product/services and product/service processes within the last 3 years: New products and operations: ADK Products and Services Internet Branch and Telephone Banking Transition to Telephone and Internet Banking, Cash advance calculation tool, Password determination and change at Internet Branch, Bedaş invoice collections, Türksat invoice collections, Treasury bond State Debenture and Euro Bond Transactions (PurchaseSale), Online tax collections, taking İzsu invoice instructions, Agency services and significant individual remindments via Internet Branch, Avea invoice collection and counter loading (may be realized only from the account), transmitting questions to the Call Center via communication hall with messages, Customs tax collections, Gisad telecom payment collections, Informing the customers via Şeker sms, realizing Internet Banking transactions more reliable via Şekerşifre, Share Certificates purchasesale transactions, sending warnings to the customers about the monetary movements at Individual/Internet Branch, online collection of İski invoices, sending Short Messages (SMS) to the Customers, AKUT Donations, Nature Association donations, Unicef donations. 62

65 Call Center Giving Şeker Company Card and Business Card support via IVR and password determination, development of IVR and card passwords in compliance with EMV, giving Platinum credit card support, establishment of infrastructure for the call direction to the Platinum credit card customers assistance company, SMS sending to inform about the results of the Limit and Term Change demands, Cancellation Analysis Application Change and call of the customers asking for cancellation via AntiAttrition Group, calling the debtor customers Credit Card and Individual Credit Card customers by Collection Group ATM Password change ability for the Chipped Şekerbank Card on ATMs (Chip&Pin), Telephone banking password change and determination, Jitter (enabling jitter characteristics against card copying in the regions where there exists a security risk). Trade/KOBİ/Operational Banking Products and Services Operation Credits, Organic Agriculture Greenhouse Credit, Agricultural Inventory Credit, Quality Certificate, Stock Rising Investment Credit, Franchising Credit, Raw Material Credit, TMO Trade Credit against Voucher, Agricultural Equipment Credit, Breeding Milk and Stock Raising Credit, Trade Credit in installments (credits for the sector selling goods and services, taxed with simple methods or keeping books according to the operation accounts (including second class tradesmen)), Tradesmen Credited Deposit Credit, BMC brand new and second hand financing (a campaign with a single vehicle company), Credits against Trade Plate Pledge (Taking the trade plates and lines at the metropolitan states as a security against the credits made available) Collection Credits (Crediting/making installations for tax collections of the trade companies), Tourist Support Credit Individual Credit Products and Services Dwelling Credits for Completed Construction Projects, Dwelling Construction Cooperative Completion Credit, Individual Finance Credit Fund Management Products and Services Term Currency Purchase Sale (Forward) Transactions Under the frame of the Strategy Project Application Plan accepted by our Board of Directors, the authority of our branches to open new credits was increased in order to strengthen the efficiency of Şekerbank in the marketing activities and new established 8 th Region Management was equipped with required authorities and started its operations. According to the Strategy Project Application Plan; in compliance with its local banking understanding, our Bank aims to obtain a significant market share within the Banking Sector in 2010 by increasing its credit and deposit figures more than the sector development rate by active marketing and credit activities especially for the companies in Construction, FoodAgriculture, Tourism sector and KOBİ in all sectors. In order to improve the efficiency of Şekerbank in marketing activities, target customer shall be segmented and operations shall be focused on KOBİ and Micro Operation Banking areas. Furthermore, Banking Services and Cash Management, Trade/KOBİ/Operation Banking and Strategic Research and Product Development Units are the units that became more efficient after the restructuring. In order to analyze the customer demands correctly and efficiently and meet the requirements of the future, Şekerbank determined prioritized sectors. With the help of customer focused approach, the number of our customers increased and customer satisfaction was improved. Our applications can be seen more efficiently in the construction, food and agriculture sectors where Şekerbank traditionally operates. Besides these sectors, tourism sector, other manufacture sectors, retail sales and trade operations are the other areas in which our Bank improves its operations. 63

66 Target Customer Mass: KOBİs and Micro Incorporations Şekerbank focused on KOBİ and Micro/Tradesmen segments which have high development potential as its target mass. Credit product packs with flexible installations were formed for the machinery and equipment supply and formation of the technologic infrastructure of KOBİs which form a significant part of its customer portfolio since its establishment in its long term history and supply of raw materials and any kind of plant, facility, machinery and equipment needs of the companies within the production, agriculture and stock raising sectors. In the future years, Şekerbank shall continue to develop special products for KOBİs and Micro Incorporations and increase its market share in these areas. 21. Informtion on the issues stated in Articles 1, 2, 3, 5, 7, and 12 of this part if they are effected from extra ordinary conditions: NO 22. Information on the work suspensions occurred within the last 12 months and that had or might have a significant effect on the financial situation of the Company and information on union activities and mass employment contracts: NO 23. Significant duties of the Company: Current Situation Near Past (Previous 3 Years) a) with Shareholders b) with Personnel Pending. (Except Interests) 70 Claimants ,44 YTL Pending. (Except Interests) 131 Claimants ,00 YTL c) with Tax Office Pending. (Except Interests) 13 Claimants ,24 YTL d) with Other Official Bodies and Entities e) with Other Real or Pending. (Except Interests) Bybloss ,00 USD Juridical Persons Pending. (Except Interests) Besler Gıda ,00 EUR Pending. (Except Interests) MetroGross Mar ,76 YTL 24. Information on the investments of the Company: Pending Investments Commencement Date Completion Date Investment Amount (YTL) Central System Investment New Software Demands NT Server Investment Disk Storage Investment Network Investment External Source Disposal Type Technical Trainings Unforeseen Compulsory Hardware Investments Unforeseen Compulsory Software Investments IT Security Branch+Unit Hardware Realization IT Infrastructure Renewal Investment TOTAL

67 a) In the Last Financial Term (as of ) ; i) Information on the investments realized by the Company and incentives used and their conditions: NO ii) Total amount of the investment incentives to be obtained in the future: NO iii) Investment policy of the Company: NO b) Final situation (as of ); i) Information on the investments realized by the Company and incentives used and their conditions: NO ii) Total amount of the investment incentives to be obtained in the future: NO iii) Investment policy of the Company: NO 25. Information on the planned material investments: NO 26. Financial investment policies within the last three years: NO 65

68 VI. INFORMATION ON THE GROUP 1. Business scopes of the Group companies and the shareholdings of the Company: Şeker Yatırım Duran Varlıklar A.Ş. Finance Sector %99,04 Şeker Faktoring Hizmetleri A.Ş. Finance Sector %84,99 Şeker Finansal Kiralama A.Ş. Finance Sector %43,01 Şekerbank OffShore Ltd. Finance Sector %74,30 Şekerbank (Kıbrıs) Limited Finance Sector %91,91 Şeker Bilişim Sanayi A.Ş. IT Sector %95,99 TARPAM A.Ş. Service Sector %56,70 In the financial tables of Şeker Finansal Kiralama A.Ş., which is a subsidiary of the Company, issued on in compliance with the international accounting standards, the capital of the subsidiary was shown as YTL, and its equities was minus YTL. Since it was seen that the subsidiary lost 2/3 of its capital in the financial tables issued in compliance with the Capital Market Board standards the Stock Exchange Board of Directors was taken a decision at its meeting held on and it was said that the balance sheet of Şeker Finansal Kiralama A.Ş. to be issued in compliance with the provisions of Article 324 of Turkish Commercial Code and the Public Announcement Information Form approved by the audit company should be submitted to İMKB in order to be announced to the public. Public Announcement Information Form to be issued before the independent audit and the balance sheet as of and that was reissued and approved by the independent audit institution in compliance with the provisions of Article 324 Paragraph 2 of Turkish Commercial Code and issued in compliance with the provisions of Article 324 of Turkish Commercial Code was submitted to İMKB Management on In the independent special audit report issued by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. it was said that no points showing that the issued balance sheet does not reflect the financial position of the Company correctly and clearly and therefore it was determined that the capital loss of the Company was met and 1/3 of the Company capital was saved. According to the financial reporting standards announced by SPK, the issued capital of the Company was YTL as of , and the issued capital amount stated n the balance sheet on the basis of current value basis in compliance with Article 324 of Turkish Commercial Code the issue capital was YTL. Under the frame of the action plan started to be applied in the last quarter of 2006 in order improve the capital structure of the Company, a capital increase at amounts of 3 million YTL in 2008, and 2 million YTL in 2009 were undertaken in cash. According to the financial tables prepared in compliance with Article 324 of Turkish Commercial Code our subsidiary eliminated its capital loss. 2. Payablereceivable relations of the Company with its Partners, Subsidiaries, Depended Companies and other group companies: Subsidiaries and Depended Direct and Indirect Partners of Other Factors Included in the The Risk Group of the Company Companies the Company Risk Group Cash Inkind Cash Inkind Cash Inkind Credits and other receivables Interest and Commission Expenditures

69 The Risk Group of the Company Subsidiaries and Depended Companies Direct and Indirect Partners of the Company Other Factors Included in the Risk Group Deposits Current Term Previous Term Current Term Previous Term Current Term Previous Term Deposit Interest Expenditures The Risk Group of the Company Subsidiaries and Depended Companies Direct and Indirect Partners of the Company Other Factors Included in the Risk Group Current Term Previous Term Current Term Previous Term Current Term Previous Term Transactions for Purchase Sale Purposes Term Opening Term End Total Profit/Loss Transactions to be Protected from the Risks Term Opening Term End Total Profit/Loss 3. Information on the Credits received by the Company and transferred to depended companies and/or subsidiaries: NO 4. Information on the Credits received by the depended Companies and/or subsidiaries and made available to the Company: NO 5. Information on the Credits obtained by the Company and transferred to the other group companies: NO 6. Information on the credits obtained by the group companies and made available to the Company: NO 67

70 7. The amount of the guarantees, securities, warranties, advances, undertakings, endorsements and other such liabilities given in favor of the Company, Subsidiaries, Depended Companies and other group companies: Subsidiaries and Depended Direct and Indirect Partners of Other Factors Included in the The Risk Group of the Company Companies the Company Risk Group Cash Inkind Cash Inkind Cash Inkind Credits and Other Receivables Interest and Commission Incomes Information on the consultancy, management and other such services rendered or taken by the Company, subsidiaries, dependent companies and other group companies within the financial period and the amounts paid or received: Under the frame of the Fund Income Sharing Protocol executed between Şekerbank T.A.Ş. and TARPAM, a subsidiary of the Company, on ; a service fee shall be paid to TARPAM for the incomes to be obtained from the collections to be made at the collection offices opened by TARPAM at the rates stated in such protocols. In January YTL, in February YTL and in March YTL was paid to TARPAM as service fee. Şekerbank T.A.Ş. paid YTL on and YTL on to Şekerbilişim for the developed software. ŞEKER YATIRIM obtained YTL from Şekerbank T.A.Ş on as commission and paid YTL agency commission payment. The amount of the agency commission payment as of is YTL. ŞEKER FAKTORING paid YTL to Şekerbank T.A.Ş. on as banking service expenditures YTL was paid as of The amount of the credits made available for the Company managers by the Company and other group companies, their terms, applied interest rates and the guarantees given for the managers within or out of the business scope of the Company: Superior Management Amount (YTL) Interest Rate 1 Personnel Credit 9.523,70 0, Personnel Credit ,26 18,84 3 Personnel Credit ,09 13,08 4 Personnel Credit 9.803,79 18,96 5 Personnel Credit ,46 13,08 6 Personnel Credit 7.967, Personnel Credit ,53 13,08 TOTAL ,86 68

71 10. The amount of the Credits made available by the Company to the managers of the subsidiaries, dependent companies and other group companies, their terms, applied interest rates and the guarantees given for the managers within or out of the business scope of the Company: Superior Management Amount (YTL) Interest Rate 1 Personnel Credit 3.696,54 15,48 2 Personnel Credit ,33 20,04 3 Personnel Credit 997,32 0, Personnel Credit 25,40 0, Personnel Credit 519,26 0, Personnel Credit ,28 13, Summary Information on the projects related to the transfer of equities and/or external sources to any subsidiary, dependent company or any other group company: NO 12. Information on the Company share and/or real estate sale/purchase by the Company to the subsidiaries, depended companies and other group companies within the last three years: Şeker Yatırım Duran Varlıklar NO A.Ş. shares were purchased from Şekerbank Off Shore Limited against ,00 YTL, 1/3 shares of Previous Merter Branch shares were sold to Şekerbank T.A.Ş Sos.Sig.San. Fund on against YTL Şeker Yatırım Duran Varlıklar A.Ş. shares were purchased from Şeker Faktoring Hizmetleri A.Ş. against ,00 YTL, Şeker Yatırım Duran Varlıklar A.Ş. shares were purchased from Şeker Faktoring Hizmetleri A.Ş. against ,00 YTL, Şeker Faktoring Hizmetleri A.Ş. shares were purchased from Şeker Finansal Kiralama A.Ş. against ,80 YTL and Şeker Bilişim Sanayi A.Ş. shares were purchased against 8.350,86 YTL nd floor of Metrocity was purchased for Banking services from Şeker Finansal Kiralama AS. via leasing against Thousand YTL 13. Amounts of the mobile assets included in the mobile assets and related mobile assets group and issued by the company shareholders, subsidiaries, depended companies and other group companies and the companies issuing those as of the last financial term: NO 14. Salepurchase relations with the shareholders, dependent companies, subsidiaries and other group companies: a) In the Last Financial Term (as of ) ; Company Title Transaction Type Amount PURCHASES Machinery Equipment Şeker Finansal Kiralama A.Ş. b) Final situation (As of 31/03/2007 Intermediate Term); Financial Leasing 5.746

72 PURCHASES Machinery Equipment Company Title Transaction Type Amount Şeker Finansal Kiralama A.Ş. Şeker Finansal Kiralama A.Ş. Financial Leasing Financial Leasing Interest, rent and other such expenditures paid to the shareholders, dependent companies, subsidiaries and other group companies: a) In the Last Financial Term (as of ) ; Company Title Transaction Type Amount INTEREST, RENT AND OTHER PAYMENTS TO THE GROUP Financial Leasing Şeker Finansal Kiralama Financial Leasing Expenditures Deposit INTEREST, RENT AND OTHER PAYMENTS BY THE GROUP Credit Interest Income A.Ş. Subsidiaries and Depended Companies Subsidiaries and Depended Companies Deposit 169 TOTAL Credit 424 TOTAL 424 b) Final situation (as of 31/03/2007 Intermediate Term); Company Title Transaction Type Amount INTEREST, RENT AND OTHER PAYMENTS TO THE GROUP Financial Leasing Şeker Finansal Kiralama Financial Leasing 676 Expenditures Deposit Interest Expenditure INTEREST, RENT AND OTHER PAYMENTS TO THE GROUP Credit Interest Income A.Ş. Subsidiaries and Depended Companies Subsidiaries and Depended Companies Deposit 177 TOTAL 853 Credit 396 TOTAL

73 VII. TAXATION BASIS RELATED TO THE SHARE CERTIFICATES A) Taxation of the incomes obtained from the sale of the share certificates 1. Share Certificates that have been acquired and listed at the Stock Exchange since : Banks and the broker institutions shall deduct taxes at a rate of %10 2 quarterly on the basis of; i. The difference between the purchase and sale amounts of the relevant share certificates, ii. The incomes obtained from share certificate borrowing transactions realized by them. Limited Liability real persons and entities this rate shall be %0. If some of the share certificates acquired in different dates are sold, the purchase amount taken as a base for the tax amount calculations shall be determined on the basis of first in first out method. If the share certificates are sold before they are acquired, the tax calculation shall be made on the basis of the amount of the first purchase transaction to be realized after the sale date. In case of several purchases within the same day, the weighted average method can be applied for the determination of the purchase costs within the same day. The commissions paid for the purchase and sale transactions and Bank and Insurance Transaction Tax are taken into consideration on the deduction amount. In case several share certificate purchase sale transactions in a quarter, these transactions shall be considered as a transaction for the realization of the tax deduction. The losses stem from the sale purchase of the share certificate can be settled from the deduction amount of the consequent terms provided that calendar year is not exceeded. No deduction is made on the sale of the share certificates that belong to the whole liability companies, listed in Istanbul Mobile Assets Stock Exchange (İMKB) and kept for a period of more than 1 (one) year. Furthermore, the provisions of Article 80 of Income Tax Law (GVK) numbered 193 shall not be applied for the incomes obtained from the sale of the share certificates that belong to full liability companies and listed in İMKB and kept for a period of more than 1 (one) year. No annual or individual declarations are given by the real persons for the sale purchase incomes of the share certificates subject to the deduction. These incomes are not included in the annual declarations to be submitted for the other incomes. The incomes obtained under trade operations are taken into consideration on the determination of the income in compliance with the trade income provisions and the taxes paid by deduction are settled from the tax calculated on the declarations where the incomes subject to deduction are stated in compliance with the provisions of Article 94 of GVK applied for the deducted taxes. On the other hand, if the income taxpayers desire, they can submit annual declarations for the profit and loss obtained in the quarters within the same calendar year. For this purpose, all the losses occurred within a year are collected from the declared income. Tax deduction shall be 15% of the declared income. The taxes deducted within the year shall be settled from the calculated tax, and the amounts that are not settled shall be rejected or returned in compliance with the general provisions. On the other hand, the amounts that can not be settled shall not be transferred to the consequent calendar years. 1 By adding Temporary Article 67 to the Income Tax Law numbered 193 to be in force as of , Law numbered 5281 on Compatibility of Tax Laws to New Turkish Liras and Changes on Some Laws in order to be applied for the taxation of the mobile assets for the period between was announced on the Official Gazette dated and numbered On the other hand, Some amendments and additions were made on the Law dated and numbered 5436 on Amendments on Public Finance Management and Control Law and Some Laws and Governmental Decrees by the Temporary Article 67 and subject Law was announced by the Official Gazette dated and numbered Beside these, some amendments were made on the Law dated and numbered 5527 on Amendments on the Income Tax Law and on the Temporary Article 67 and these amendments were announced by the Official Gazette dated and numbered Furthermore, Income Tax General Announcements numbered 257, 258, 259 and 260 can also be referred. The Council of Ministers decision numbered 2006/10731 announced at the Official Gazette dated and numbered decreased the Income Tax withholding rate from %15 to %10 applied for the Turkish investors and increased the profit distribution withholding rate from 10% to 15%.. 71

74 Besides the share certificates, while determining the purchase sale incomes from the other mobile asset and capital market tools that shall be subject to quarterly deductions, the sale purchase transactions should be the same type. The incomes shall be determined separately for different types and subject to the deduction. Pursuant to the provisions of Temporary Article 67 Paragraph (5), the above mentioned tax application shall be effected from being a real or juridical person tax payer, being a limited or full liability tax payer, if there is a tax liability, if there is a tax exemption and the income is subject to a tax exemption. 2. Share Certificates Acquired before and Listed or Not Listed at İMKB: Share Certificates that belong to the full liability tax payer companies and acquired before shall not be subject to purchase and sale income deductions Real Persons Full Liability Real Persons: Share certificate sale purchase incomes shall be subject to income tax in compliance with the provisions of Repeated Article 80 of GVK amended by Law numbered 4842 On the other hand, pursuant to the provisions of the same article, the incomes obtained from the sale of the share certificates acquired without any law consideration, the share certificates listed at the mobile asset stock exchanges in Turkey and kept for a period of 3 (three) months or more and share certificates that belong to full liability incorporations and kept for a period of more than one year shall not be subject to taxes. In the sale of the share certificates, like the sale of the public mobile assets, the acquisition amount can be taken into consideration by applying the wholesale good price rate declared by DİE excluding the month of sale pursuant to the provisions of Repeated Article 80 of GVK. Pursuant to the provisions of Repeated Article 80 of GVK, there shall be a need of submission a declaration for the part exceeding ,YTL of the amount left after deduction (after the application of the index rate) for 2005 (BKK numbered 2004/8295). Accordingly, the income obtained from those sold within three months after the purchase date shall be included in the income tax declaration as Value increase income. Those whose purchase and sale dates are later than three months shall be exempted from tax Limited Liability Real Persons: It is like the full liability real persons. On the other hand, if the whole income that is subject to limited liability tax pursuant to the provisions of GVK Article (86/2) is formed by the wages taxed by deduction in Turkey, self employed person incomes, mobile asset and real estate capital incomes and other revenues and incomes and they do not have any income subject to withholding, they shall not be subject to annual declaration but if they have incomes subject to withholding they shall be subject to annual income. Pursuant to the provisions of GVK Article (101/2), limited liability real persons have to submit their incomes and revenues stem from the sale of the mobile assets and rights to the tax office of the region where such assets and rights have been sold in Turkey with an individual declaration. 3 The share certificates acquired after : Sale purchase incomes of the share certificates shall be subject to income tax pursuant to the provisions of Repeated Article 80 amended by Article 27 of GVK Law numbered On the other hand pursuant to the provisions of the aforesaid law and to be applied fort he incomes obtained after , the incomes obtained from the share certificates shall not be subject to tax if the share certificates that acquired without any law consideration and belong to the full liability incorporations and kept by the owner for a period of (2) years or more 3. In the sale of the share certificates, like the sale of the public mobile assets, the acquisition amount can be taken into consideration by applying the wholesale good price rate declared by DİE excluding the month of sale pursuant to the provisions of Repeated Article 80 of GVK. Pursuant to the provisions of Repeated Article 80 of GVK, there shall be a need of submission a declaration for the part exceeding 6,.000,YTL of the amount left after deduction (after the application of the index rate) for 2006 (for ,YTL GVK General Announcement numbered 259). Accordingly, the income obtained from those sold within three months after the purchase date shall be included in the income tax declaration as Value increase income. Those whose purchase and sale dates are later than three months shall be exempted from tax. The share certificates acquired after via the banks and broker institutions in Turkey or the incomes that are not subject to withholding in Turkey pursuant to the provisions of Temporary Article 67 of GVK shall not be declared. 72

75 2.2. Incorporations Incomes Obtained from the Sale of the Share Certificates Registered at the Actives of the Incorporation Taxpayers: Purchase sale incomes obtained from the trade activities of the incorporation shall be declared and taxed as trade income Limited Liability Incorporations: Pursuant to the provisions of GVK Article (37/5), if the taxpayer Company has the right to sell and purchase mobile assets via an office or has a representative in Turkey, the purchase sale incomes shall be taxed as trade income. Pursuant to the Repeated Article 81 of GVK, if the limited liability taxpayer continuously deals with sale purchase activities, the incomes obtained from the currency differences shall be taken into consideration for the determination of the trade income. 3. Share Certificates acquired by real persons after and not listed at İMKB: After the amendments on Law numbered 5281, if the share certificates of the full liability companies not included in İMKB are sold within 2 years, the purchase sale income shall be exempted from tax. If such certificates are sold within 2 years the income obtained shall be stated in the annual declaration. B) Taxation of the share certificate profit shares and dividend advances For the share certificate profits to be obtained after , the tax rules applied in 2005 shall be applied in the same except the deductions to be made pursuant to the provisions of Temporary Article 67 of GVK. The regulations for the taxation of the share certificate profits and dividend advances on and before shall be as follows. 1. Real Persons 1.1. Full Liability Real Persons: Pursuant to the provisions of Article (86/1c) of GVK, declarations shall be submitted for the profit shares obtained from the incorporations including the mobile asset revenue amounts taxed by deduction and with a gross amount of ,YTL for 2005 revenue according to Article 9 of Law numbered (Second half of Income Tax) 5. Pursuant to the amendments on Article 94 Paragraph one clause (6) sub clause (b) of GVK by Law numbered 4842, deduction is made at the profit distribution stage. Pursuant to the Article (94/6b) of GVK amended by Law numbered 4842, a deduction at the rate determined by the Council of Ministers (15%) shall be applied on the distributed profit shares distributed by the full liability incorporations to the full liability real persons, those persons, who are not income or incorporation taxpayers and exempted from this tax, limited liability real persons, limited liability incorporations and the limited liability tax payers exempted from income and incorporation tax. Pursuant to the provisions of Article 22 added to GVK by Law numbered 4842, half of the profit shares obtained from full liability incorporations and stated in Article 75 paragraph two clauses (1), (2) and (3) of GVK is exempted from income tax. Deduction made on this exempted amount pursuant to the provisions of Article 94 of GVK and the all the deducted tax shall be settled from the tax calculated on the 4 This amount is ,YTL for 2006 and ,YTL for With the amendments on the taxation of the profit shares made by Law numbered 4842 tax receivable system was cancelled and all the tax deductions made within the Company can be settled from the tax calculated on the basis of the annual declaration if the profit share is declared by annual declaration. 73

76 basis of the annual declaration if the tax is declared by annual declarations. Besides these, the free of charge share certificates acquired by the real person shareholders by the addition of profits to the capital should be declared as mobile asset capital revenue 6. Dividend advances are considered the same as the profit shares Limited Liability Real Persons: Pursuant to the provisions of Article (94/6b) of GVK amended by Law numbered 4842, deduction at the rate determined by the Council of Ministers shall be applied on the distributed profit shares distributed by the full liability incorporations to the full liability real persons, those persons, who are not income or incorporation taxpayers and exempted from this tax, limited liability real persons, limited liability incorporations and the limited liability tax payers exempted from income and incorporation tax 7. Pursuant to the provisions of GVK Article (86/2) if the all the limited liability is formed by the wages taxed by deduction in Turkey, self employed person incomes, mobile asset and real estate capital incomes and other revenues and incomes, there is no need to give annual declaration. On the other hand, pursuant to the provisions of Article (101/5) of GVK, other income and revenues obtained by the limited liability taxpayers from the works that were subject to real tax and abandoned, their other income and revenues obtained from tender increase or decrease or without any trade, agricultural or professional activity, mobile asset capital revenues not taxed by deduction and any kind of income and revenues should be declared to the tax office of the relevant region in Turkey with an individual declaration. 2. Incorporations 2.1. Profit shares obtained from the share certificates registered to the actives of the trade incorporations Pursuant to the provisions of Article (94/6b) of GVK amended by Law numbered 4842, deduction at the rate determined by the Council of Ministers shall be applied on the distributed profit shares distributed by the full liability incorporations to the full liability real persons, those persons, who are not income or incorporation taxpayers and exempted from this tax, limited liability real persons, limited liability incorporations and the limited liability tax payers exempted from income and incorporation tax. If they are obtained by trade institution as a result of trade activity such incomes shall be declared and taxed as trade income. Pursuant to the provisions of Article 6 of Law numbered 5520 on Incorporation Tax (KVK), the incorporation income is determined in compliance with the trade income provisions of GVK, and therefore they shall be applied for the trade incorporations and these income shall be included in the incorporation income. On the other hand, pursuant to the provisions of Article (5/1) of KVK, the profit shares obtained from participation to another full liability company are exempted from incorporation tax except the profit shares obtained from share certificates of the investment partners. 8 6 This issue can be summarized as follows: Pursuant to the Income Tax Announcement numbered 231 of the Ministry of Finance published at the Official Gazette dated 06/02/2000 and numbered 23956, the free of charge share certificates obtained by adding the profit to the company capital by the real persons should be declared as Mobile Asset capital revenue in compliance with Articles 85 and 86 of Income Tax Law. On the other hand, in the decision taken by 4th Court of Council of State taken on with Base Number: 2000/1307, Decision Number: 2000/5053 it was said that in Article 94 paragraph one clause (6/bi) of GVK the addition of the profit to the is not considered as profit distribution and therefore there is no profit obtained for the shareholders and it was decided to cancel the Announcement numbered 231 on the declaration of these incomes and this decision became certain by the decision of the Tax Case Offices General Assembly dated 08/06/2001 with Base number: 2001/180 and Decision number: 2001/ On the other hand, pursuant to Temporary Article 62 added to GVK by law numbered 4842; if the profit shares obtained by the from the incomes obtained by the Incorporation Taxpayers on or before are exempted from income tax. In case of the distribution of the incomes that were obtained by the Incorporation Taxpayers out of the period before and within the financial period ending on or before are disturbed, after adding (1/9) of the profit obtained to the net amount of the profit shares obtained by real persons, half of the amount obtained shall be taken as a base for the tax purposes. If an annual declaration is given for this income, (1/5) of the amount stated in the declaration shall be settled as income tax. 8 On the other hand, pursuant to the provisions of Temporary Article 62 of GVK added by Law numbered 4842; 1. No deduction is made pursuant to the provisions of Article 94 of GVK from Incorporation Taxpayers if; a) the income is obtained in the financial terms ending on or before, b) incomes not included in clause (a) and obtained from in the financial terms ending on or before and exempted from incorporation tax. 2. The profit shares obtained by the real person under paragraph (1) clause (a) are exempted from income tax. 74

77 2.2. Limited Liability Incorporations: The explanations for the full liability incorporations are applied. On the other hand, deduction shall be applied on the amount transferred to the headquarters from the mobile asset capital revenue stated in Article 75 paragraph two clause 84) of GVK pursuant to the KVK. C) Explanation on the liability of the deduction of tax withholding by the issuer All the deductions to be made for the income obtained from the sale of share certificates in 2005 and before pursuant to the tax legislations shall be deducted by the relevant company and for the term by the banks and the broker companies. 3. After adding the profit shares obtained by real persons under paragraph (1) clause (b) (1/9) of the profit obtained to the net amount of the profit shares obtained by real persons, half of the amount obtained shall be taken as a base for the tax purposes. If an annual declaration is given for this income, (1/5) of the amount stated in the declaration shall be settled as income tax. 4. If the Incorporation Taxpayers obtains any profit shares as stated in paragraph (1) in this Article directly or via their subsidiaries, the distribution of these profit shares and declaration of these profit shares shall be made in compliance with the provisions of paragraphs (1), (2) and (3) of this article. 5. Provisions of Article 22 of GVK shall not be applied fort he profit shares under this article. 75

78 VIII. OTHER ISSUES 1. The termination reasons of the joint stock companies stated in Turkish Commercial Code and Turkish Commercial Code and Execution and Bankruptcy Law are also applied for the companies open to the public. 2. Following documents are available for the examination of the deposit holders in the application place stated in Part II in the Company Headquarters located at Büyükdere Caddesi No: 171 Metrocity ABlok Levent/ Istanbul: a) Articles of Incorporation, b) Any kind of reports (operation reports, independent audit reports, reports issued by the broker companies before the issuance,...) financial tables, appraisals and opinions prepared by the experts and taken as a base for the information stated in the explanations. 3. (If exists) explanations on the provisions of the legislations for which the Company is subject to. The Company is subject to Banking Law numbered 5411 published in the Official Gazette dated 1 October 2005 and numbered

79 THE PERSONS RESPONSIBLE FOR THE EXPLANATIONS 1. We hereby declare that within our knowledge the data and information contained in these explanations are true and correct and there is no missing information that might materially effect these explanations. ŞEKERBANK TÜRK ANONİM ŞİRKETİ Address: Büyükdere Cad. No: 171 Metrocity ABlok Levent/ISTANBUL Authorized Signatures H.Cenk EYNEHAN İrem SOYDAN Mesut ÖZDİNÇ Investor Relations and Financial Control and Vice General Manager Subsidiaries Manager Accounting Manager Broker Company : Headquarters Address: Şeker Yatırım Menkul Değerler A.Ş. Fulya Mah. Şenol Sk. No: 13/3 Şişli / ISTANBUL Nazmi SARIKAYA Vice General Manager Osman GÖKTAN General Manager We hereby declare that the information contained in this explanation and its annexes and related to the 31/12/2005, 31/12/2006, 31/03/2006 and 31/03/2007 terms and audited by us are in compliance with the audit report(s) issued by our Company. Independent Audit Company Authorized Signatories Name Surname Title DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Özlem Gören Güçdemir Özlem Gören Güçdemir Responsible Shareholder Head Auditor Sign Address Sun Plaza Dereboyu Sok No. 24 MaslakIstanbul 2. Information on the responsible persons for each part of the Explanations: 3. If exists, explanations on the information audited by the independent audit companies besides the financial tables: 77