ARTICLES OF ASSOCIATION

Transcription

1 BURGAN FİNANSAL KİRALAMA ANONİM ŞİRKETİ ARTICLES OF ASSOCIATION PART 1 FOUNDATION AND PURPOSE FOUNDATION Article 1. A joint stock company was founded in accordance with the provisions of the Turkish Commercial Code which regulate the simultaneous foundation of joint stock companies, by and between the founders whose names, addresses and nationalities are stated below, which company shall be managed pursuant to the provisions of these Articles of Association, of the legislation on Financial Leasing, and of the Turkish Commercial Code. a. Ekspres İç ve Dış Ticaret Danışmanlık Hizmetleri A.Ş. (Turkish) Zincirlikuyu Meydanı No. 62 Zincirlikuyu, Istanbul b. Bank Ekspres A.Ş. (Turkish) Kore Şehitleri Cad. 43 Zincirlikuyu, Istanbul c. İbrahim Betil (Turkish) Otağtepe Evleri No. 13, 81610, Kavacık, Istanbul d. İsmail Reha Uz (Turkish) Tarabya sitesi 14. B1. D.2 Tarabya, Istanbul e. Osman Metin Peköz (Turkish) E- 2-2 Blok A Kapısı D.11 Ataköy 5. Kısım, Istanbul f. Ferit Mevlüt Aslanoğlu (Turkish) Denizköşkler Mah. Sahilyolu No: 58 Avcılar, Istanbul g. Aykut Öz oran (Turkish) Cemil Topuzlu Cad. 18 Mart Sok. Akınay Sitesi A B1. D.3 Çiftehavuzlar, Istanbul h. Behzat Yıldırımer (Turkish) Hukukçular Sitesi B Blok No.20 Acıbadem, Istanbul ı. Naime Buket Yengülalp (Turkish) 5. Kısım E- 1-4 D.98 Ataköy, Istanbul

2 i. Atilla Ergezer (Turkish) Eski Bağdat Cad. No: 69/10 Küçükyalı, Istanbul j. Hasan TÜZÜN (Turkish) Plajyolu Vardar Apt. No: K. Maltepe, Istanbul k. Ahmet Baskıcılar (Turkish) Kısım B- 21 D.54 Ataköy, Istanbul l. Nafiz Karadere (Turkish) Soyak Sitesi 56. Blok Göztepe, Istanbul m. Nesteren Davutoğlu (Turkish) Manolyalı Sok. Uğur Apt. No.13 Kalamış, Istanbul n. İlker Tayanç (T.C.) Atatürk Cad. Dilkum 5. Sitesi No. 55/33 Sahrayıcedid, Istanbul NAME Article 2. The name of the Company is BURGAN FİNANSAL KİRALAMA ANONİM ŞİRKETİ. It will be hereinafter called the Company. PURPOSE AND SCOPE Article 3. The main purpose and scope of the Company is to conduct financial leasing, operating leasing and other operations and transactions, which play a major role as a contemporary financial method in the development of the domestic and international trade; in compliance with the regulatory provisions in Turkey and the International leasing rules, as well as observing the commercial rules and practices. The Company may either perform the activities falling within its scope, or may fulfil them in cooperation with locals and foreigners, partnerships with natural and juristic persons, in joint ventures or consortia. In order to carry out the transactions specified under its purpose and scope, the Company may perform the following operations provided that they are related to its main scope of business, and in compliance with the legislation on financial leasing. The Company may acquire movable and immovable property, as well as all kinds of rights allowed by the legislation, without being restricted to leasing purposes. It may establish real and personal guarantees on all its assets and all kinds of rights it owns, whether they are subject to leasing or not. It may grant loans, warrants, sureties and personal guarantees within the terms and limits provided by the legislation which it is subject to. It may acquire, use, rent, hold and put in pledge intellectual

3 and industrial rights pursuant to the applicable legislation, provided that the legislation on financial leasing is observed. The Company may accept and release real and personal guarantees such as mortgages and pledges, in order to secure it receivables. The Company may act as an intermediary in the conclusion of insurance contracts relating to all properties subject to financial leasing or operating leasing transactions, all the guarantees received under such transactions, and any businesses falling in its scope including all kinds of insurances that will cover such transaction and such loan items. Including but not limited to those listed above, it may enjoy all the rights, as well as make loans and commitments, allowed by the legislation. REGISTERED SEAT AND BRANCHES Article 4. Registered seat of the Company is the Şişli District of the Istanbul Province. Its address is Esentepe Mah. Büyükdere Cad. Telpa Plaza No :195 Kat : Şişli / Istanbul. In the event of change of the address, the new one shall be registered with the Trade Registry Office, and announced in the Turkish Trade Registry Gazette, and reported to the Ministry of Customs and Trade, and to the Banking Regulation and Supervision Agency. Any notifications made to the registered and announced address shall be deemed to have been made to the Company. The Company may open branches at home and abroad upon resolution of the board of directors, and establish organisations approved by the legislation, provided that the required permissions are obtained from the Banking Regulation and Supervision Agency, in compliance with the Financial Leasing, Factoring and Financing Companies Law No. 6361, applicable provisions of the legislation governing the Financial Leasing Companies, and of the remaining pertinent legislation. TERM Article 5. The term of the company is indefinite. PART II CAPITAL AND SHARES CAPITAL Article The capital of the Company is 37,000,000.- (Thirty- seven million) Turkish Lira, divided into 3,700,000,000.- (Three thousand seven hundred million) shares at par value of 1 (One) Kuruş each. The capital does fully consist of cash. The capital is free of any collusion, and has been paid up in full. The Company has adopted the Registered Capital System pursuant to the third paragraph of Section 20 of the Law Regulating the Effect and Enforcement of the Turkish Commercial Code No The registered capital ceiling of the Company is TL 80,000,000 (Eighty million) divided into 8,000,000,000 (Eight thousand million) shares at par value of 1 (one) kuruş each.

4 The registered capital ceiling permission granted by to the board of directors is valid for 5 (five) years beginning from the year 2013 up to the end of In order that the Board of Directors can take a resolution to raise the capital after the year 2017; it is obligatory that the Board of Directors obtains authorisation from the General Meeting for the existing or a revised capital ceiling for a new period provided that permission is obtained from the General Directorate for Domestic Trade of the Ministry of Customs and Trade. If the said authorisation is not obtained, the Company shall be deemed to have exited from the registered capital system. The announcement of the resolution of the board of directors regarding the increase of capital shall be made through a newspaper being published at the registered seat of the Company, or, if no newspaper is published in such place, then at the nearest place, at least 15 days in advance, without prejudice to the provisions of Section 34 of the Turkish Commercial Code. 2- All of the shares of the Company are registered. 3- The shares representing the capital are issued in series of 1, 2, 3, 4, 5, etc. The shares representing the former capital of TL 40,000.- were issued as Series 1, those representing TL 210,000.- thereof as Series 2, those representing TL 750,000.- thereof as Series 3, those representing TL 2,00,000.- thereof as Series 4, those representing TL 530,000.- thereof as Series 5, those representing TL 12,770,000.- thereof as Series 6, and those represented the now increased amount of TL 20,700,000 thereof as Series The dividend coupons of the shares are issued to bearer, and the dividends are paid to the person who presents the coupon. REGISTERED SHARE WARRANTS Article 7. The Company may issue and hand to the shareholders registered share warrants which will substitute for and be later replaced with share certificates. However, it is obligatory that the first share certificates at the time of foundation are printed and delivered to the shareholders within a maximum term of 6 months following the payment of the shares. TRANSFER OF THE SHARE CERTIFICATES AND OF THE REGISTERED SHARE WARRANTS Article 8. The transfer of the share certificates and share warrants, all which are registered, shall be performed by delivery to the transferee by negotiating the share certificates and share warrants, and by the transferor's writing on their reverse sides the name of the person to whom they are transferred and negotiated, the date and his/her signature, provided that the provisions of the Turkish Commercial Code, the Financial Leasing, Factoring and Financing Companies Law No. 6361, the applicable legislation and the Articles of Association are observed. Transfer of share certificates and share warrants may be refused by the Board of Directors for major reasons justifying the refusal of approval in respect of the provisions of the articles of association relating to the unification of the shareholding structure The Law and Regulation provisions specifically arranging the transfer of shares are reserved.

5 INCREASE AND DECREASE OF THE AUTHORISED CAPITAL, AND PRE- EMPTIVE RIGHTS Article 9. The authorised capital of the Company may be increased or decreased in accordance with the provisions of the Turkish Commercial Code, Financial Leasing, Factoring and Financing Companies Law No. 6361, and the applicable legislation. In the event that the General Meeting decides to increase the capital by issuing new share certificates, then the existing shareholders shall have pre- emptive rights in proportion to the shares they hold. The procedure and guidelines for the exercise of the pre- emptive right shall be determined by the General Meeting in compliance with the provisions of the applicable legislation. The existing shareholders shall be granted a minimum term of 15 days to exercise their pre- emptive rights. In the event of capital increase by adding the sum accumulated in the extraordinary reserve fund accounts to the capital, each shareholder shall own the new shares pro- rata to his/her share in the company, and without paying any price. DEBENTURES AND PROFIT AND LOSS SHARING CERTIFICATES Article 10. Within the framework of the guidelines specified in the Turkish Commercial Code and the other applicable laws, the Company may replace with the lottery or bonus share certificates, and issue participation bonds, profit and loss sharing certificates, and registered and/or bearer debentures and other securities in the types allowed by the legislation. JOUISSANCE SHARES Article 11. The General Meeting may decide to issue jouissance shares by amending the Articles of Association. The jouissance shares provide their holders with the right to receive dividends at a rate to be specified in the article of the Articles of Association. PART THREE THE AUTHORISED BODIES OF THE COMPANY AND MANAGEMENT THE AUTHORISED BODIES Article 12. The authorised bodies are the following: A- General Meeting B- Board of Directors A- ORDINARY AND EXTRAORDINARY GENERAL MEETINGS Article 13. The General Meetings shall be held ordinarily and extraordinarily. The Ordinary General Meeting shall be held within three months as of the end of the operating period (fiscal period). At such meetings, deliberations are made and resolutions taken about the election of the bodies, financial statements, annual report of the board of directors, allocation of the

6 profit, determination of the distributable profit and the dividend share ratios, releasing the directors, and the other issues which involve the operating period and deemed necessary. The Extraordinary General Meetings shall be held and make the necessary resolutions in cases and times required for the Company's affairs, in compliance with the provisions of Law and these articles of association. CONVOCATION Article 14. The General Meeting shall be convoked by the Board of Directors, even if its term of office is over. In the event that the Board of Directors is repeatedly not able to hold a meeting, the quorum for meeting is impossible to be achieved, or the quorum does not exist, then a single shareholder may convoke the general meeting upon a court permission. The decision of the court passed in this respect shall be final. The general meeting may also be convoked by a receiver appointed by the Court pursuant to section 412 of the Turkish Commercial Code. The provision of section 416 of the Turkish Commercial Code is reserved. CONVOCATION PROCEDURE AND ANNOUNCEMENT Article 15. The convocation to the General Meeting shall be announced not less than two weeks before the date of meeting, the days of announcement and meeting being excluded, in a newspaper being published in the registered seat of the Company, in the website of the Company, and in the Turkish Trade Registry Gazettes mentioned in section 35 of the Turkish Commercial Code. The announcement shall contain the place, date, time and agenda of the meeting. Besides, the place, date, time and agenda of the meeting, and the news papers in which the announcement has been or will be published shall be communicated to the shareholders by registered letter with return receipt. ARTICLE Article 16. The agenda is determined by the person who convokes the general meeting. Any matters not contained in the agenda shall not be deliberated and decided upon. Legal exceptions are reserved. The dismissal of directors or election of new ones shall be deemed to be relating to the article on deliberation of the year- end financial statements. PLACE OF MEETING Article 17. The General Meeting shall be held at the headquarters of the Company or at any other suitable place in the city where the headquarters is located.

7 ATTENDANCE OF THE MINISTRY REPRESENTATIVE AT THE MEETINGS Article 18. Ordinary and Extraordinary General Meetings shall be attended by a Representative of the Ministry. ATTENDANCE AT THE MEETING Article 19. The shareholders shown in the list of eligible attendees for the general meeting issued by the board of directors are allowed to attend the general meeting. The natural persons are obliged to present their identity documents, and the representatives of the legal person shareholders their powers of attorney. The eligible attendees of the general meetings of the Company may attend such meetings also in electronic medium pursuant to section 1527 of the Turkish Commercial Code. The Company may either establish the electronic general meeting system to allow the eligible attendees to attend, take up position, submit proposals, and cast votes at the general meetings in electronic medium in accordance with the provisions of the Regulations Relating to the Joint- Stock Company General Meetings to be Held in Electronic Medium, or it may purchase service from the systems created for such purpose. At all the general meetings to be held, it shall be ensured that the eligible attendees and their representative can exercise their rights stated in the provisions of the said Regulations through the system established, pursuant to this provision of the articles of association. QUORUM FOR MEETING Article 20. The General Meeting of the Company shall be held with the quorum shown in the Turkish Commercial Code. QUORUM FOR RESOLUTION Article 21. The resolution quorum stipulated in the Turkish Commercial Code shall be observed at the General Meetings of the Company. RIGHT TO VOTE Article 22. The shareholders shall exercise their rights to vote pro- rata to the total par values of their shares. Each shareholder shall have one vote at the least even if he/she has one share only. The vote arising from a share certificate subject to usufruct shall be cast by the usufructuary. VOTE CASTING PROCEDURE Article 23. The voting at the General Meetings shall be performed as defined in the in- house regulations issued by the Board of Directors. PROXY APPOINTMENT Article 24. The shareholders may attend the General Meetings either in person or have themselves represented by a proxy they will elect from among the shareholders or outside. If such juristic person shareholders have themselves represented by proxies whom they grant powers of attorney, then

8 they shall be deemed to have attended the General Meeting in person. The Powers of Attorney shall show the quantities, series, groups and numbers of the share certificates. LIST OF ELIGIBLE ATTENDEES FOR GENERAL MEETINGS Article 25. The Board of Directors shall issue a List of Eligible Attendees for each General Meeting in advance, which list shall contain the names, surnames, company names and addresses of the eligible shareholders, the quantities of their shares, the par values and groups of the shares, the authorised capital of the Company and the paid- in amounts thereof, and the fields to be signed by those who will attend the meeting in person and by proxy. Such List shall be signed by the Chairman of the Board of Directors, and made available at the venue of the General Meeting before it is held. The list signed by the attendees of the General Meeting shall become the "list of attendance". CHAIR OF MEETING Article 26. Upon the determination by the ministry representative that the quorum for meeting is present, the meeting shall be opened by the Chairman of the Board of Directors, Vice Chairman, or any Director. The general meeting shall elect the president to chair the meeting. The president shall create the chair by appointing the minutes secretary and, if deems necessary, the vote collector. A vice president may also be elected when need be. It is not obligatory that the president and/or the vice president be shareholder(s). The duty of the president is to ensure that the agenda is deliberated upon in compliance with the laws, and the minutes of the General Meeting are kept pursuant to the provisions of law and Articles of Association. SIGNATURE, REGISTRATION AND ANNOUNCEMENT OF THE MINUTES Article 27. The deliberations or their summaries and the resolutions shall be recorded in the minutes of the meeting by the chair. The minutes shall contain the names of the shareholders or their representatives, the shares they hold, groups, quantities, par values thereof, the questions asked at the general meeting, the answers given, the resolutions taken, numbers of positive and negative votes cast for each resolution. The minutes shall be signed by the Chair of the Meeting, and the Ministry Representative; otherwise they shall be void. The Board of Directors shall be obliged to both deliver one copy of such minutes to the Trade Registry Office, and to have registered and announced the issues contained therein and requiring registration and announcement. The minutes shall also be posted in the website of the Company, and the competent Entity shall be informed thereof by virtue of the applicable legislation. DUTIES AND POWERS OF THE GENERAL MEETING Article 28. The General Meeting shall make resolutions and exercise the powers it possess pursuant to the duties and powers it is invested with by virtue of the provisions of the applicable sections of the Turkish Code of Commerce, the Financial Leasing, Factoring and Financing Companies Law No. 6361, the Articles of Association, and the Internal Directive.

9 B- BOARD OF DIRECTORS CONSTITUTION Article 29. The Company is managed, represented and engaged by a Board of Directors consisting of not less than five directors who shall be elected in compliance with the provisions of the Turkish Code of Commerce, the Financial Leasing, Factoring and Financing Companies Law No. 6361, the applicable legislation, and these Articles of Association. It is compulsory that the directors are fully competent, and at least half plus one of them have a minimum professional experience of seven years in management and finance, as well as a bachelor's degree. The General Manager, or, in his absence, his/her deputy, is an ordinary member of the Board of Directors by virtue of Section 13 of the Financial Leasing, Factoring and Financing Companies Law No TERM OF OFFICE OF THE BOARD OF DIRECTORS Article 30. The General Meeting shall determine the terms of office of the Directors. In the event that no term is determined by the General Meeting, then the maximum term of the members elected to the Board of Directors shall be three years. Any member whose term has expired may be re- elected The Directors may be be dismissed at any time by resolution of the General Meeting. The right to indemnity of the dismissed director is reserved. MEETINGS OF THE BOARD OF DIRECTORS Article 31. Every year, at the first meeting of the Board of Directors following the Ordinary General Meeting, the Board of Directors shall elect from among its members a chairman and at least one vice chairman to deputise him/her in his/her absence. The Board of Directors shall convene whenever required by the business and transactions of the Company, upon convocation by the Chairman or Vice Chairman of the Board, physically at the registered office of the Company or at any other place within or outside the territories of the Republic of Turkey. The eligible attendees of the meetings of the board of directors may attend such meetings also in electronic medium pursuant to section 1527 of the Turkish Commercial Code. The Company may either establish the electronic general meeting system to allow the eligible attendees to attend and cast votes at such meetings in electronic medium in accordance with the provisions of the Communiqué About the Meetings to be Held in Electronic Medium Except for the Joint- Stock Company General Meetings, or it may purchase service from the systems created for such purpose. At the meetings to be held, it shall be ensured that the eligible attendees and their representative can exercise their rights stated in the applicable legislation within the framework specified in the provisions of the said Communiqué through the system established pursuant to this provision of the articles of association, or through the system from which support service will be obtained. Each member may request from the Chairman in writing that the Board of Directors be convoked.

10 If none of the members requests the convocation of a meeting, the resolutions of the board of directors may also be taken by obtaining written approval of at least the majority of the full number of members, to the proposal of any one of the members of the board in a specific matter, drafted in the form of a resolution. Any resolution to be taken in such way shall be valid only if the same proposal has been made to all of the directors. The resolutions shall become valid if and when they are written and signed. MEETING RESOLUTION AND QUORUM Article 32. The Board of Directors shall convene with the majority of the full number of directors, and take its resolutions by majority of the directors attending the meeting. Such rule shall also apply if the board meeting is held in electronic medium. The directors may neither cast votes on behalf of each other, nor attend the meetings by proxy. In the event of a tie, the issue shall be deferred to the next meeting. In the event of a tie in the next meeting as well, the proposal in question shall be deemed to have been rejected. BOOK OF RESOLUTIONS Article 33. The deliberations occurred or their summaries, and the resolutions taken, at the Board of Directors shall be recorded in the book of resolutions by a secretary to be elected from among or outside the directors. The resolutions must be signed by the directors attending the meeting, or, if there are dissenting directors, the reasons of such dissent must be recorded in the minutes and signed by the voter. It is compulsory to comply with the provisions of the Turkish Commercial Code and the applicable legislation relating to the book of resolutions of the board of directors. VACATION OF THE OFFICE OF A DIRECTOR Article 34. If the office of a director is vacated for any reason whatsoever, then the board of directors shall provisionally elect a person meeting the legal requirements as a director, and submit such election to the next general meeting for approval. The director thus elected shall hold the office until the general meeting to which he/she is submitted for approval, and completes the remaining term of his/her predecessor if approved. DISTRIBUTION OF DUTIES Article 35. The Board of Directors shall distribute the duties every year as it deems necessary. The Board of Directors may create committees and commissions, which may include directors as well, to follow the progress of the businesses, to prepare reports in the matters it will be offered, to implement its resolutions, and for purposes of internal audit.

11 The Board of Directors is authorised to delegate the management in part or in whole to one or more director(s) or any third person, in accordance with an internal directive it will issue. Such internal directive shall regulate the management of the company. REPRESENTATION OF THE COMPANY Article 36. It is the board of directors which is authorised to represent the company with two joint signatures. The Board of Directors may delegate its representative authority to one or more executive members or to third persons who shall act as managers. At least one member of the board of directors shall be vested with the representative authority. DUTIES AND POWERS OF THE BOARD OF DIRECTORS Article 37. The Board of Directors, and the management within the field assigned to it, are authorised to make resolutions on all kinds of acts and actions necessary for the achievement of the scope of operation of the company except for those which are subject to the exclusive competence of the general meeting by virtue of the Financial Leasing, Factoring and Financing Companies Law No. 6361, Turkish Commercial Code, and the other applicable legislation, and these Articles of Association. It is the Board of Directors which is authorised and responsible for the establishment of the internal control, risk management and internal audit systems, ensuring of their functionality, conformity and adequacy, securing of the financial reporting systems, and determination of the powers and responsibilities within the Company. In particular: 1. To perform on behalf of the Company all kinds of operations and legal formalities relating to the purpose of scope, to represent the Company before the shareholders and third parties and at the courts when need be, and to get reconciled when need be, to discharge and waive claims, to go to arbitration, 2. To prepare the Internal Directive showing the management of the Company; 3. To determine the managerial organisation of the Company, to ensure the senior management of the Company, to issue the instructions in such scope, and to determine the powers and responsibilities within the Company, 4. To appoint the Assistant General Managers and the persons with the same function, and the people having the signing power, to dismiss them, to vest them with signing power, and revoke the signing power of them when need be, 5. To supervise the people in charge of management, especially whether they act in conformity with the laws, articles of association, internal directives and the written instructions of the board of directors,

12 6. To ensure the keeping and submission to the general meeting of the book of shares, book of resolutions of the board of directors, and the book of general meeting and deliberations thereat, the annual activity report, and the corporate management statement, to ensure the preparations for the general meetings, and the implementation of the general meeting resolutions, 7. To establish the order required for accounting, finance control, financial planning and financial reporting, to secure such systems and the data obtained from such systems, 8. To determine the form and conditions of the performance of all the works constituting the purpose of foundation of the Company, 9. To make resolution on the opening of Regional Managements and branches, and to determine their powers and the capital to be assigned to the branches, in accordance with the provisions of the applicable legislation, 10. To ensure the keeping of the books which are obligatory by virtue of the Turkish Code of Commerce, the Tax Laws, and the Financial Leasing, Factoring and Financing Companies Law No. 6361, and the other books necessary for the Company, to have duly registered the books as necessary, to ensure the retention of all kinds of documents, incoming and outgoing written documents for the terms stipulated by law, 11. To perform the other duties and formalities imposed to the Boards of Directors of the Financial Leasing Companies by the legislation on the Turkish Code of Commerce and on the Financial Leasing, Factoring and Financing Companies Law No REMUNERATION OF THE DIRECTORS Article 38: The chairman and the members of the Board of Directors of the Company shall be paid a fixed monthly honorarium in consideration of their service in their capacity as such. The honorarium payable and its amount shall be set and determined by the General Meeting. The chairman and the members of the Board of Directors shall also receive dividends in the form and rate specified in the article about profit distribution of these articles of association. C- ISSUES RELATING TO THE HEAD OFFICE AND THE EMPLOYEES Article 39. The General Manager of the Company shall be appointed by the Board of Directors pursuant to the provisions of the Turkish Code of Commerce and on the Financial Leasing, Factoring and Financing Companies Law No. 6361, and the other applicable legislation, within the framework of the provisions hereof and the powers he/she will be granted, with the duty of carrying out the management and affairs of the Company, and his working conditions, duties and powers, appointment and dismissal, wages and allowances shall be determined by the Board of Directors. The General Manager shall be the second highest managerial and executive supervisor of the Company next to the Board of Directors, and shall represent the company within the powers he/she is granted under the Financial Leasing, Factoring and Financing Companies Law No. 6361, and the applicable legislation. The terms of office of the General Meeting and the other personnel vested with signing powers shall not be bound to the terms of office of the Directors.

13 The Company's employees may not perform active duties in political parties, engage in trade, nor take any office at any place except for the Company without the consent of the Board of Directors. The Company's members may not disclose any secrets about the Company or the customers of the Company that came to their knowledge in the course of their capacity and duties to any entities but the ones expressly authorised in this respect by law. D- AUDIT Article 40. The audit of the Company shall be in conformity with the provisions of the Turkish Commercial Code and the other applicable legislation. PART FOUR ANNUAL ACCOUNTS AND DISTRIBUTION OF PROFIT ACCOUNTING PERIOD Article 41. The accounting period of the Company is the calendar year. The profit of the Company shall be determined in such periods, pursuant to the provisions of the Turkish Commercial Code and the other applicable legislation. ACCOUNTS OF THE COMPANY Article 42. The accounts, legal books and records of the Company shall be kept in accordance with the mandatory provisions of the Turkish Commercial Code, the Financial Leasing, Factoring and Financing Companies Law No. 6361, and the other applicable legislation. The accounts and the balance sheet, income statement and other financial statements of the Company shall be issued in Turkish Lira, provided that the fractions are not taken into consideration. ALLOCATION AND DISTRIBUTION OF THE PROFIT Article 43. The amount remaining after the deduction from the net period's profit determined in the balance sheet of the Company each year shall be allocated and distributed as follows: 1- From the amount remaining after the setting aside of 5 % for the legal (general) reserve fund, 2- An amount representing 5 % (five percent) of the Company's capital shall be set aside for the shareholders as the (First Dividend), without taking into account the payment dates of the capital, 3- Up to 2 % (two percent) of the remaining net period's profit may be allocated by the General Meeting to the Directors and the Executive Directors in equal parts. 4- From the net period's profit remaining after allocations and distribution provided in the foregoing sub- paragraphs, a sum in the rate and amount to be determined by the General Meeting may be set aside for the voluntary (extraordinary) reserve fund. The rest shall be set aside for the shareholders as the (First Dividend), without taking into account the payment dates of the capital. The provision of sub- paragraph (c) of paragraph 2 of section 419 of the Turkish Commercial Code is reserved.

14 LEGAL RESERVE FUNDS Article 44. The legal reserve funds shall be set aside pursuant to the provisions of the Turkish Commercial Code. PART FIVE TERMINATION AND LIQUIDATION Article 45. The Company may be terminated due to the reasons specified in the Turkish Commercial Code and the Financial Leasing Law, or by court decision, or on condition that the legal requirements are observed. The termination and liquidation of the Company shall be made in accordance with the common provisions provided that approval is obtained from the competent Entity. ANNOUNCEMENTS RELATING TO THE CORPORATE AFFAIRS Article 46. From the announcements required to be made by the Company in connection with the implementation hereof, those which are required to be made through the newspaper specified in section 35 of the Turkish Commercial Code shall be announced through such newspaper, and the issues specified in section 1524 of the Turkish Commercial Code shall be announced in the website of the Company, whereas those deemed necessary by the Board of Directors or General Management and/or pursuant to the Financial Leasing legislation shall also be announced in a daily newspaper being published at the registered seal of the Company. ANNUAL REPORTS Article 47. By the end of every fiscal year, the balance sheet and income statement of the company shall be prepared along with the reports of the Board of Directors and of the Auditors. The Board of Directors and the Auditor reports as well as the balance sheet and the income statement shall be submitted to the review of the shareholders at the headquarters or branches of the company not less than 15 (fifteen) days before the General Meeting. MISCELLANEOUS PROVISIONS Article 48. The provisions of the Turkish Commercial Code, the Financial Leasing, Factoring and Financing Companies Law No. 6361, and the other applicable legislation, and the regulations, Internal Directive, decrees and communiqués issued on the basis thereof, shall apply for any matters not regulated in these Articles of Association.