BANKPOZITIF VE KALKINMA BANKASI ANONIM SIRKETI ARTICLES OF ASSOCIATION

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1 SECTION I Article 1 Foundation BANKPOZITIF VE KALKINMA BANKASI ANONIM SIRKETI ARTICLES OF ASSOCIATION A joint stock company has been incorporated in accordance with the provisions of the Banking Law No. 3182, dated April 25, 1985, and the Turkish Commercial Code, by the incorporators whose names, titles, nationalities and addresses are listed on the articles of association of Beyoğlu 31 st Notary dated and numbered 1731 with the purposes of investment banking upon the permission granted by the decree of Council of Ministers dated and numbered 98/11564, which will be referred herein after as the Bank. Article 2 Trade Name of the Company The trade name of the Bank is BANKPOZITIF KREDI VE KALKINMA BANKASI ANONIM SIRKETI. In accordance with Article 55, titled Commercial name, of the Turkish Commercial Code (the TCC ), the commercial title of the Bank is BANKPOZITIF in short form. Article 3 Bank Headquarters and Branches The head office of the Bank is located in Istanbul at the address of the Bank is Meydan Sokak No: 28 Beybi Giz Plaza Kat: 7 Maslak/ Sisli, Istanbul. In case of any change of address, the new address shall be registered with the Trade Registry and announced in the Turkish Trade Registry Gazette and separately notified to the Ministry of Industry and Commerce. Notices delivered to the registered and announced address shall be deemed to have been duly served on the Bank. Failure of the Bank to have its new address registered within the legally required period of time after leaving its previously registered and announced address will constitute a just cause of dissolution of the Bank. In accordance with the provisions of the Banking Law No (the Banking Law ) and the TCC, the Bank may, (including in the free zones) establish branches, agencies, fixed and mobile or regional offices or liaison offices within Turkey and abroad and may maintain relations with correspondents. Article 4 Scope and Objectives of the Bank The Bank has been founded to carry out its activities as an investment and development bank and to perform any kind of banking activities, in accordance with Article 4 of the Banking Law, excluding accepting deposit and participation funds and including but not limited to the following: A. Interbank Money Markets To subsidize or borrow any kind of money in Turkish Lira or foreign currency from (national and/or international) banks and/or financial institutions and carry out activities as an investor and an intermediary with the purpose of realizing market making transactions. B. Intermediary in Securities and Credit-Based Financing Services To the extent permitted by the Banking Law and the Capital Markets Law numbered 2499, as amended from time to time (the CML ), to act as an intermediary for the sale or purchase of the customers securities to finance customers while rendering such services.

2 C. Purchase and Sale of Securities To issue and guarantee securities including share certificates, debentures, negotiable instruments and other financial instruments or give guaranties to the guarantors of the same, to perform management services, by underwriting and sub-underwriting using best efforts, to participate in syndicated loans and placing agreements with commercial banks, investment banks, specialized banks, investment companies and other relevant institutions, to purchase and sell any kind of securities belonging to the private and public sector, to use all legal rights, to grant and accept pledges, to perform capital markets activities including intermediary activities in accordance with the CML to participate in any companies which will carry out intermediary activities. D. Issue Bank Bonds and Bonds with Bank Guaranty and Custody Services a. To perform any and all activities relating to the issuance of bonds or bills, their trading or brokerage, and any other related activities as permitted by the Banking Law, the CML and the TCC. b. To perform any and all activities related to safe keeping (custody) of any assets, including securities, capital markets instruments, precious metal, stones and goods and their safe custody. E. Sales Activities To purchase and sell short and long-term debt, receivables, share certificates and other securities of private and public law entities for the purpose of developing transactions regarding purchase and sale of any kind of securities and carrying out market developing activities. F. Portfolio Management and Investment Consultancy Services a. to render professional investment consultancy services to natural person and legal entity investors, foundations, vocational institutions, public law legal entities and official institutions. b. to manage real and legal funds and pension funds of insurance companies, investment banks and investors. c. to establish, develop and manage any funds permitted under the Banking Law and the CML, including securities investment funds. d. to establish or participate in investment partnerships permitted under the Banking Law and the CML including securities investment partnerships and real estate investment partnerships. e. to render management, recording, custodian and escrow services to its customers related to the ongoings. G. Consultancy Services To render consultancy services, including investment advisory services, to private law and public law persons with respect to, appropriate capital structures, private placements, debt postponements, loan packages, company mergers and collection of debt, including any kind of assistance, including preparing feasibility studies, offering circulars or placement reports. H. Project Financing and Other Financing Services To provide guaranties and financing with respect to project finance, financial leasing, asset-backed financing and other financing, to render services to its customers on financing matters in consideration for a fee as an assignee or an advisor on providing loan packages, including management of syndicated loans, as regulator and intermediary and including the management of other related projects. To grant any kind of investment and project financing loans, and to enter into guarantee, surety and related transactions for this purpose.

3 I. Financing of Commerce and Commerce related Activities a. to issue letters of credit. b. to provide letters of guarantee and guarantees. c. to provide guarantees for foreign loans borrowed by exporters. d. to take over and transfer ownership of goods, immovable and fixed assets. e. to grant loans before exports. f. to issue letters of credit for importers. g. to enter into all kinds of transactions regarding foreign currency. h. to engage in international payment and collection transactions for importers and exporters i. to grant business loans. j. to grant import financing loans. k. to grant receivable financing, stock financing and any other kind of loans. l. to grant any other cash or non-cash or any other kind of credit and to perform any related activities. J. Loan on Security To grant any kind of loan, letter of guarantee, letter of credit, any other kind of guarantee and non-cash loans to its customers as to which obligations, security is obtained. K. To Guarantee Securities To guarantee payments of debentures, commercial paper, and other securities, that may be issued by customers. L. Other Banking Activities a. Within the framework of the Banking Law and limited to banking transactions allowed to investment banks, to carry out activities in commercial distributorship, commercial representative, insurance agency, brokerage, international banking transactions, and to participate in existing companies performing activities in insurance sector. b. Within the framework of the current legislation with respect to investment banks, to carry out activities with respect to commercial and industrial businesses and other investment banking activities. c. To carry out economic, organizational, educational and consultancy activities relating to investment banking. d. To acquire and transfer any kind of rights, licenses and privileges, trademarks, models, drawings and trade names, know-how, and other related intangible rights and to dispose of all or any of them as required in connection with investment banking transactions. e. To give mortgage loans, vehicle loans, consumer loans and other loans and credit cards to its individual customers; and to participate in the companies to be established for this purpose. To cooperate with third parties in relation to these matters if deemed necessary.

4 In order to achieve the above-mentioned purposes, the Bank may carry out the following activities in compliance with the Banking Law: i. To obtain financing in domestic and international money and capital markets and to lend loans to these markets. ii. iii. iv. To engage in any kind of banking transactions with the Turkish Central Bank. To make any loan as well as issue ofany share certificate, debenture and any other securities as permitted by the CML, as deemed necessary by the Bank. To accept pledges, mortgages and any kind of personal securities and securities in rem including any transactions involving sureties, guaranties, letter of guarantees, letters of credit, endorsements, bills, assignments of receivables, commercial paper and other bills of exchange, and to release the same. v. To acquire movables, immovables and intangible rights and to dispose of the same; to transfer, pledge or mortgage such goods as resolved by the Board of Directors; to establish and remove any kind of right in rem on such goods; to lease such goods in full or in part and to dispose of all or any of them. vi. vii. With regard to any of its activities, to accept and to establish, severally or jointly, any kind of personal securities and securities in rem, including pledges and mortgages on and in respect of any kind of assets, rights and receivables, including the movables and immovable that belong to third parties, and release and to remove the same. To enter into and perform management service agreements with its own shareholders including the shareholders represented in the Board of Directors of the Bank. viii. The Bank may perform all legal other activities and transactions in order to realize the purposes stated herein. Article 5 Term The Bank is incorporated for an indefinite term. The legislation on Banks and provisions of the TCC regarding dissolution and liquidation are reserved. SECTION II CAPITAL AND SHARES Article 6 Share Capital 6.1 The share capital of the Bank is (three hundred thirty seven million two hundred ninety two thousand three hundred fifty) YTL. This capital is divided into (three billion three hundred seventy two million nine hundred twenty three thousand five hundred) registered shares ( Share ) each with a nominal value of 10.-(ten) YKR. The previous share capital of the Bank which was (two hundred seventy eight million ninety seven thousand three hundred forty eight) YTL has been fully paid in without any collusion. The increase of the share capital of the Bank by the injection of Tarshish-Hapoalim Holdings and Investments Ltd. ( Hapoalim ) for an amount of (fifty nine million one hundred ninety five thousand two ) YTL on a fully diluted basis for this capital increase, has been fully subscribed and paid in cash without any collusion by Hapoalim in return for (five hundred ninety one million nine hundred fifty thousand twenty) registered shares, each with a nominal value of 10 (ten) YKR.

5 6.2. The current capital and shareholding structure of the Bank is as follows: Shareholder Amount of Shares (YTL) Number of Shares Share Percentage Tarshish Hapoalim Holdings and Investments Ltd. ( Hapoalim ) , ,00 % 65 C Faktoring A.Ş ("C Faktoring") , ,00 % 35 Agam Hevra Finansit Ltd 0,3 3 Igrot Hevra LiHanpakot Shel Bank Hapoalim Ltd Tmura Hevra Finansit Ltd 0,3 3 0,3 3 Total % 100 Each of Hapoalim, C Faktoring, Agam Hevra, Igrot Hevra ve Tmura Hevra will be referred to in these Articles of Association as a Shareholder, and together as Shareholders. The announcements regarding this issue shall be made in accordance with the provisions of these Articles of Association Article 7 Share Certificates 7.1. The share certificates are in registered form and the form of these shares is subject to Article 413, titled the form of the share certificates, of the TCC. Each share grants one vote to its holder The Board of Directors is entitled to issue share certificates that represent one or more shares The provisions regarding restriction of transfer of share certificates stated in Article 9.1 of this Articles of Association will be referred to on the share certificates to be issued by the Bank. Article 8 Share Capital Increase and Preemption Rights 8.1. The share capital of the Bank may be increased or decreased in accordance with the provisions of the TCC, the Banking Law and these Articles of Association.

6 8.2. Unless as otherwise provided under these Articles of Association, each Shareholder shall have a preemption right to participate in each share capital increase by purchasing new shares to be issued in proportion to its then existing shareholding. In the event that any of the Shareholders waives exercise of its preemption right in whole or in part, each of the remaining Shareholders shall have the right to purchase such new shares for which the preemption right has not been exercised. If there is more than one Shareholder who wishes to purchase such shares, they shall be purchased, in proportion to the then existing shareholdings of each remaining Shareholder wishing to purchase such shares. Article 9 Provisions on Transfer of Shares 9.1. Without prejudice to the cases where the approval of the Banking Regulation and Supervision Agency (the BRSA ) is required under the Banking Law, the share certificates and the related rights thereto cannot be, in whole or in part, sold or assigned, no Encumbrances or pledges can be established thereon and no other disposition (the above mentioned are referred to as Transfer ) thereof is possible in the absence of a Board of Directors resolution with respect to the registration of the Transfer with the Shareholders ledger of the Bank. The Board of Directors is authorized to refrain, without just reason, from registering any share transfers with the share ledger of the Bank. For the purposes of these Articles of Association, "Encumbrance" shall mean any mortgage, charge, pledge, lien, assignment, collateral right, title retention or other encumbrance of any kind securing any obligation of any Person, with respect to any share, or mean any right conferring a priority of payment in respect of, any obligation of any Person. For the purposes of these Articles of Association, "Person" shall mean any individual, partnership, firm, company, corporation, government, state, association, trust or other entity of whatsoever nature. Article 10 Indivisibility of Share Certificates Each share certificate represents an indivisible unit with regards to the Bank. If a single Share certificate has several owners, the co-owners may exercise their rights over the Bank only through a joint representative. Unless a joint representative is appointed, a notification made to a co-owner shall be deemed to have made to all the co-owners. In the event that those who have, in conformity with the provisions of these Articles of Association, the rights of usufruct on a Share are different than the owner of the Share, the owner of the usufruct right shall have the voting right attached to the Share. If there are more than one usufruct right holders of a Share, they shall exercise their voting right over the Bank through a joint representative. Article 11 Public Offering The shares of the Bank may be publicly offered upon the approval of the General Assembly (as defined in Article 14.1 below) either through a partner sale or capital increase. In case of a public offering, the relevant provisions of these Articles of Association shall be amended in accordance with the TCC, the Banking Law, the CML and the other relevant legislation under the approval of the General Assembly. Article 12 Issue of Bonds and Securities The Bank may resolve on the issue of bonds and capital market instruments. In order to resolve such a decision and implement the same, the provisions of the TCC, the CML and the other applicable legislation shall be complied with.

7 SECTION III ORGANS OF THE BANK Article 13 Authorized Organs of the Bank The authorized organs of the Bank are as follows: A. General Assembly B. Board of Directors C. Credit Committee D. General Management E. Statutory Auditors Part 1 General Assembly Article 14 Ordinary and Extraordinary Meetings of General Assembly 14.1 The general assembly of shareholders (the General Assembly ) shall convene both for ordinary and extraordinary meetings. Ordinary General Assembly meetings of the Bank shall be held at least once a year not later than 3 (three) months following the end of the preceding fiscal year of the Bank In the ordinary meetings of the General Assembly, the issues stated in Article 369, titled Agenda, of the TCC shall be discussed and the necessary resolutions shall be adopted The extraordinary meetings shall be convened if and when deemed necessary in the course of business of the Bank. Article 15 Invitation to General Assembly Meetings The provisions of Articles 365, titled Board of Directors and Auditors as the persons authorized for invitation, 366, titled Minority shareholders as the persons authorized for invitation, 367, titled Authorization for invitation upon permit of the court, 368, titled Form of the invitation, and 370, titled Unanimous participation of shareholders, of the TCC are applicable to the invitations to General Assembly meetings. Article 16 Place of Meeting The General Assembly shall convene at the headquarters of the Bank or at any other place, decided by the Board of Directors, in the cities where the Bank has its headquarters or branches, in Ankara, in İzmir, in Antalya, in the State of Israel, in the United Kingdom of Great Britain and Northern Ireland, or in the Turkish Republic of Northern Cyprus. Article 17 Meeting and Decision Quorum 17.1 Except as provided in Article 17.2 below and if no higher quorums are required under the TCC, the Banking Law or the CML, both the ordinary and the extraordinary General Assemblies shall be duly convened by the presence of the Shareholders or their proxies who represent at least 50% of the share capital plus one more share. In case the required quorum cannot be reached by the original meeting time, then the General Assembly shall be invited to a second meeting. The second meeting shall be duly convened by the presence of the Shareholders or their proxies who represent the majority of the Shares of the share capital. Except as provided in Article 17.2 below, the General Assembly resolutions shall be adopted by the affirmative votes of the majority of the Shares represented at such meeting.

8 17.2 Notwithstanding the provisions of Article 17.1 above, the below listed major decisions with respect to the business and management of the Bank (the Major Decisions ) shall be subject to a resolution adopted by the Shareholders at a meeting of the General Assembly and shall require the presence and voting of at least 75% (seventy-five percent) of the Bank s share capital for the formation of meeting and decision quorum: a. the sale or other disposal of an asset of the Bank, where the value of such asset exceeds 15% (fifteen percent) of the Shareholders equity of the Bank (as determined in accordance with the financial statements of the Bank most recently prepared by the external auditors prior to such sale), (provided that, any such sale or disposal required under the laws or by a governmental authority in the country in which Hapoalim is headquartered shall not be deemed a Major Decision ); b. a merger of the Bank (other than a merger being a takeover by the Bank of another entity the value of which is less than 15% (fifteen percent) of the Shareholders equity of the Bank (as determined in accordance with the financial statements of the Bank most recently prepared by the external auditors prior to such merger); or c. amendments to these Articles of Association. Article 18 The Voting Right and the Form of Votes 18.1 Each Shareholder or such Shareholder s proxy participating in meetings of the General Assembly shall be entitled to one vote for each Share he holds or represents, as the case may be At meetings of the General Assembly, votes shall be taken by a show of hands. However, if Shareholders representing at least 10% (ten percent) of the share capital so request, a balloting method will be applied. Article 19 The Procedure and Minutes of the General Assembly It is mandatory to have a Commissioner of the Ministry of Industry and Commerce of Republic of Turkey present at both the ordinary and extraordinary General Assembly meetings and that s/he signs the minutes of the meeting along with the other relevant persons. The resolutions passed in the General Assembly meetings which do not bear the signature of the Commissioner are not valid. Article 20 The Procedure of the General Assembly Meetings The procedure to be carried out at the General Assembly meetings shall be in accordance with the TCC and the Banking Law. Part 2 Board of Directors Article 21 The Election of the Board of Directors 21.1 The Board of Directors that represents and manages the Bank shall be composed of nine (9) members, including the General Manager. The members of the Board of Directors shall be elected by the General Assembly pursuant to the provisions of the TCC and the Banking Law, provided that 6 (six) members of the Board of Directors shall be elected from among persons nominated by Hapoalim and 3 (three) members shall be elected from among persons nominated by C Faktoring. All persons nominated to the Board of Directors shall possess the legal qualifications required to serve on the Board of Directors of a bank in accordance with the Banking Law The General Manager is a natural member of the Board of Directors. The General Manager shall be deemed as one of the members nominated by the relevant Shareholder who has nominated him/her to the office of general manager of the Bank.

9 21.3 If a membership should become vacant for any reasons, the Board of Directors shall temporarily appoint someone possessing the legal qualifications sought for election to the Board of Directors and submit such appointment for approval at the next session of the General Assembly to be convened. The provisions of Article 315, titled Vacancy of membership, of the TCC are reserved. Article 22 Guarantees and Oath of the Board of Directors The members of the Board of Directors cannot start their duties unless they take an oath pursuant to the Banking Law. Article 23 Minutes, Assignment of Duties and Decisions of Board of Directors 23.1 At its first session following the ordinary General Assembly meeting every year, the Board of Directors shall elect the chairman of the Board of Directors by affirmative votes of the majority of the Board of Directors The Board of Directors shall meet at quarterly intervals and at more frequent intervals as may be necessary for the proper conduct of the business of the Bank or as may be required by the practice of the relevant governmental authorities to which the Shareholders or the Bank are subject. Meetings may be called by the chairman or by a majority of the Board of Directors. Meetings of the Board of Directors shall convene where the Bank s headquarters is located, i.e., in Istanbul or at a location in Turkey or at another location abroad upon the condition that a written notification is sent to all members of the Board of Directors in accordance with Article The meeting minutes shall be kept in the Turkish language together with the English translation thereto. Pursuant to Article 330, titled Resolutions of the Board of Directors, of the TCC, resolutions of the Board of Directors may be adopted in lieu of a meeting by teleconference or fax, provided that no member has called for an in-person meeting unless otherwise is foreseen under the TCC and the Banking Law. Any resolution of the Board of Directors for which no meeting of the Board of Directors in-person has been called, including meetings by teleconference or fax, shall be adopted through a written resolution signed by all members of the Board of Directors. Minutes signed by all of the members of the Board of Directors in the event of written resolution or by those all of the members of the Board of Directors attending any meeting duly convened shall be conclusive evidence of the matters set out in the minutes Written notice of a Board of Directors meeting shall be sent to each member at least 10 (ten) Business Days before the meeting date or such shorter period as the members may agree. The notice to be prepared in English and Turkish versions will specify the agenda of the matters to be discussed at the meeting. Each of the members of the Board of Directors may place matters on the agenda The provisions of Article 330, titled Resolutions of the Board of Directors, of the TCC shall be applicable for the resolutions of the Board of Directors. Article 24 The Quorum for the Board of Directors Meetings 24.1 Except as set forth below, the quorum for all Board of Directors meetings shall comprise of at least 6 (six) members present in person. In general, the resolutions shall be approved, provided that a majority of all members present vote in favor of such resolution. The provisions of Article 23.3 shall be applicable for teleconference and other non in person meetings of the Board of Directors.

10 24.2 The Major Decisions (defined below) shall require a Board resolution. The affirmative vote of at least 7 (seven) members of the Board of Directors shall be required to resolve any major decision listed below (the Major Decisions ): a. an investment expense or realization of an asset, in each case, where the amount of the aggregate expense or the value of the asset exceeds 15% (fifteen percent) of the Shareholders equity of the Bank (as determined in accordance with the financial statements of the Bank most recently prepared by the external auditors of the Bank prior to such resolution); or b. a decision of the Board of Directors with respect to Major Decisions of the General Assembly under Article 17.2; or c. any material transaction or Contract with any Shareholder or with any affiliate of any Shareholder, including obtaining by the Bank of a loan or investment from any such Shareholder or affiliate. (For the purposes of this provision, Contract shall mean any agreement, contract, license, franchise, lease, guarantee, obligation, promise, commitment or undertaking, whether oral or written, that is legally binding); or d. a merger of the Bank (other than a merger being a takeover by the Bank of another entity the value of which is less than 15% (fifteen percent) of the shareholders equity of the Bank as determined in accordance with the financial statements of the Bank most recently prepared by the external auditors of the Bank). Article 25 Representation of the Bank 25.1 The Bank shall be managed, represented and bound by the Board of Directors. The Board of Directors shall have full authority to make all decisions relating thereto and decisions relating to the duties and powers of any and all officers and senior employees of the Bank, and to establish policies concerning all matters relating to the Bank and its business, not expressly reserved for the Shareholders pursuant to the private written agreements by and among the Shareholders, the Articles of Association, the TCC and the Banking Law. Provisions of Articles 318, titled Organization of the Board of Directors, and 319, titled Allocation of the duties among the members of the Board of Directors, of the TCC are reserved The operation of the Bank, the allocation of the duties and the power within the Bank which is necessary for the operation and the management of the Bank in line with the TCC and the Banking Law shall be specified as per resolutions adopted by the majority votes of Board of Directors The Board of Directors shall assign the necessary representation powers to the Bank s directors and officers. The authorities to be distributed and the terms under which those authorities are exercised shall be registered with the Trade Registry and announced on the Trade Registry Gazette. Any and all deputy general managers, general manager and the other senior managers shall also be appointed by the Board of Directors with the affirmative votes of the majority of the members In order to be valid, all papers, agreements, documents, negotiable instruments and the transactions issued and concluded on behalf of the Bank, such must be signed under the trade name and seal of the Bank by authorized signatories registered in the Trade Registry and announced in the Trade Registry Gazette whose degrees, places, forms and responsibilities are determined by the Board of Directors The Board of Directors shall issue a signature circular by a resolution approving the names and degrees of the authorized signatories and which includes the names, surnames, titles, signature specimens of the authorized signatories and any other information as may be required. The signature circulars and the amendments thereto shall be registered and announced. Article 26 Term, Resignation, Removal and Dismissal of the Board of Directors

11 26.1 The members of the Board of Directors are elected for a term of maximum 3 (three) fiscal years. The members of whose term of office has expired may be re-elected. The General Assembly is entitled to determine duties and remuneration of the members of the Board of Directors The Shareholders that are entitled to the right to nominate members of the Board of Directors pursuant to these Articles of Association are entitled to remove and replace such members of the Board of Directors. Part 3 Committees Article 27 Credit Committee 27.1 A Credit Committee may be established as per a resolution of the Board of Directors adopted by the affirmative vote of at least a majority of the members setting forth the number of the members of such committee and its policies in line with the Banking Law. Article 28 The Oath of the Members of the Credit Committee Each member of the Credit Committee is obliged to declare property pursuant to the Banking Law. Article 29 Credit Committee Decisions Credit Committee decisions will be recorded in a separate resolutions book foreseen under the Banking Law and such shall be signed by the members, in accordance with the Banking Law. Part 5 General Manager and Assistant General Manager Article 30 The Appointment and Authorities of the General Manager and Assistant General Managers 30.1 One General Manager and a sufficient number of assistant general managers shall be elected in accordance with Article 25.3 of these Articles of Association Notwithstanding Article 21 and 23 above, the term of the General Manager is not co-terminus with the term of the Board of Directors. The duties and responsibilities of the General Manager and his assistants shall be determined by the TCC and the Banking Law. Article 31 Property Declaration of General Manager and Assistant General Managers The General Manager and assistant general managers, who have a first degree signatory authority, are obliged to declare their properties in accordance with the Banking Law. Part 6 Auditors Article 32 Election and Duties of the Statutory Auditors 32.1 The General Assembly shall elect one auditor (the Auditor ), having the qualifications required by the TCC, the Banking Law and the other relevant applicable, who shall be elected from among the nominees designated by Hapoalim after consultation with C Faktoring, with the purpose of auditing the Bank pursuant to the provisions of these Articles of Association and the TCC, for a maximum term of 3 (three) years. The auditor may be re-elected. The auditor may be removed at any time by the General Assembly Each Shareholder that is entitled to the right to nominate the auditor pursuant to these Articles of Association is entitled to remove and replace such auditor.

12 32.3 The auditor is obliged to prepare the annual report and other reports required by the other legislation and submit such reports to the Board of Directors within 1 (one) month of the period covered by such reports in accordance with the provisions of the TCC. The provisions of the TCC and the Banking Law on statutory auditors are reserved. The remuneration of the auditor shall be determined by the General Assembly each year. Article 33 External Auditors The General Assembly shall appoint external auditors if and when it deemed necessary pursuant to Article 348, titled Private auditors, of the TCC, the Banking Law and the other relevant applicable legislation. The affirmative vote of Hapoalim shall be required for a valid resolution of the General Assembly for the appointment of external auditors. Article 34 Inspectors of the Bank A sufficient number of inspectors shall be elected in order to confirm that the Bank s transactions are performed in compliance with the Banking Law and other applicable legislation. SECTION IV FISCAL YEAR, ACCOUNTINGS AND DISTRIBUTION OF DIVIDENDS Article 35 Fiscal Year The fiscal year of the Bank shall commence on the first day of January and end on the last day of December. Article 36 Balance Sheet and Profit and Loss Accounts, Reports of the Board of Directors and Auditors 36.1 At the end of each fiscal year, the Bank shall prepare balance sheets, profit and loss accounts, reports of the Board of Directors and auditors report pursuant to the TCC and the Banking Law in the form determined under the agreements between the Shareholders for that fiscal year. These reports and the statements shall be at disposal of the Shareholders for their evaluation at least 15 (fifteen) days prior to the date of the General Assembly meeting Notwithstanding the TCC, the financial statements of the Bank shall be prepared in accordance with the accounting principles determined by the BRSA The Bank is obliged to maintain and publish balance sheets, profit and loss accounts as they have been approved by the auditors, together with the reports of the Board of Directors and external auditors in accordance with Article 37 to 42 of the Banking Law, and to deliver and notify those to the relevant authorities in accordance with the TCC, the CML and the Direct Foreign Investment Law No and the other relevant legislation. Article 37 Determination and Distribution of Profit 37.1 The net profit of the Bank remaining after deducting all corporate expenses, depreciation sums and other amounts to be paid and set aside by the Bank shall be allocated, assigned and distributed in the following order and proportion before the payment of taxes at the end of any fiscal year:

13 As the first dividend: a. 5% (five percent) of the net profit shall be set aside as the legal reserve funds pursuant to Article 466 of the TCC; b. taxes and other fiscal obligations related to the corporate entity shall be deducted; and c. of the remaining amount, a first dividend at the rate of 5% (five percent) of the paid in portion of the nominal Share capital shall be distributed to Shareholders. 2. The remaining profit shall be allocated and distributed as determined by the General Assembly upon a proposal of the Board of Directors. The General Assembly may decide to set aside an amount as extraordinary legal reserves or distribute an amount as a second dividend. If the General Assembly decides to distribute it as a second dividend, the date and form of distribution of the dividends shall also be determined by the General Assembly. Article 38 Announcements 38.1 Without prejudice to the provisions of paragraph 4 of Article 37, titled Publicity, of the TCC, the announcements shall be made at least (15) fifteen days in advance and published in minimum of two newspapers available in Istanbul. The provisions of the TCC regarding the form of the announcements and other matters are reserved The Bank is obliged to announce the copy of the financial reports approved by the independent auditors in accordance with the Banking Law. Article 39 Dissolution and Liquidation of the Bank 39.1 The Board of Directors may invite the Shareholders to a General Assembly meeting in order to consider dissolution and liquidation for any reason or continuance of the Bank and adopt a decision related thereto The Bank shall dissolve if any one of the events enumerated in Article 434, titled Dissolution and liquidation of joint stock corporations, of the TCC occurs or if so ordered by the court. The Company may also be dissolved if the shareholders of the Bank adopt a resolution to this effect pursuant to Article 388, titled Meeting and decision quorum at the general assembly meetings, of the TCC. Article 48 of the CML is reserved In case the Bank liquidates, the phrase of BANKPOZITF KREDİ VE KALKINMA- BANKASI A.Ş. in liquidation shall be added and signed by the liquidators in order to bind the Bank with the documents prepared. Article 40 Liquidators The liquidation of the Bank shall be governed by the relevant provisions of the Execution and Bankruptcy Law. Other than bankruptcy, the liquidation procedure shall be managed by three or more liquidators which shall be elected by General Assembly among the Shareholders and non shareholders. Article 41 Commitment of Articles of Association The Bank shall print these Articles of Association and distribute them to the founders, new shareholders who will participate in the capital increase, and submit two copies to the Ministry of Industry and Commerce of Republic of Turkey, Capital Markets Board and the BRSA. Article 42 Statutory Provisions All matters not regulated by these Articles of Association shall be governed by the TCC, the Banking Law and other relevant laws and regulations. In the event that amendments shall be made to such laws and other legislation, the application shall continue in accordance with the provisions of the amended legislation.