NAME SURNAME/ COMMERCIAL NAME NATIONALITY RESIDENCE ADDRESS

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1 MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE GARANTİ GAYRİMENMUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ (GARANTİ REAL ESTATE INVESTMENT COMPANY INCORPORATION) Foundation ARTICLE 1: For the purpose of issuing the stocks, a Real Estate Investment Company has been incorporated instantly and according to the guidelines of registered capital amongst the founders whose names surnames, nationalities and residence addresses are given below in accordance with the Turkish Commercial Code and Capital market provisions. NAME SURNAME/ COMMERCIAL NAME NATIONALITY RESIDENCE ADDRESS OR MAIN BUSINESS ADDRESS Osmanlı Bankası Company A.Ş Inc TR Voyvoda Cad. No; Karaköy/İSTANBUL Doğuş Holding Company A.Ş INC. TR Büyükdere Cad. Doğuş Han No:42/ Mecidiyeköy/İSTANBUL Garanti Holding A.Ş INC TR Büyükdere Cad. Doğuş Han No:42/ Mecidiyeköy/İSTANBUL DOĞUŞ AGF Yatırım ve Ticaret A.Ş INC TR Büyükdere Cad.No: Mecidiyeköy/İSTANBUL Ana Yatırım A.Ş INC TR Büyükdere Cad.No: 42/ Mecidiyeköy/İSTANBUL NAME OF THE OMPANY ARTICLE 2: The commercial name of the company is GARANTİ GAYRİ MENKUL YATIRIM ORTAKLIĞI ANONİM ŞİKETİ GARANTİ REAL ESTATE INVESTMENT COMPANY INCORPORATION, hereinafter called the " company". MAIN BUSINESS PLACE head office AND BRANCHES ARTICLE 3: The main business place head office of the company is in İstanbul. The address is Voyvoda Cad. No; Kat: karaköy/istanbul, in case of change of address, the new address will be registered with announced in the Commercial Registrations Gazette of Turkey and notified to the Board of Capital Market and Ministry of Industry and Trade. Any notice serviced to the registered and announced address will be assumed duly received by the company. If the company fails to register its address change within due time

2 despite it has actually changed its address, this will constitute just reason for termination. The company may open branches and representation offices, provided prior permission will be obtained from the Board of Capital Market and Ministry of Industry and Trade. TERM OF THE COMPANY ARTICLE 4: The legal existence of the company is not limited with whatsoever term OBJECTIVE AND OCCUPATIONAL SUBJECT OF THE COMPANY ARTICLE 5: To the extend the rules and procedures prescribed under the regulations of the Board of Capital Market regarding Real Estate Investment incorporations, the company is an incorporation that is allowed and enabled to involve in making investments real estates, the real estate backed capital market instruments, real estate projects, real estate backed rights and capital market instruments, while being enabled to incorporate ordinary partnerships to materialize designated projects, and to be able to involve in other operations permitted in the regulations of the board of capital market. The guidelines of the company s operations, the works prohibited to involve in, investment operations, investment prohibitions, management limitations, portfolio limitations, and portfolio variations, including creation of absolute rights, and the title deed affairs are complied with the regulations and other applicable regulations of the board of capital market. Under this frame the company may involve in the following acts and deeds: a. it may purchase or otherwise sell the real estate certificates, asset backed securities issuing against home loans and other securities of which nature is approved by the board to be similar to them, b. In addition to the ones specified under subparagraph (a), it may purchase or otherwise sell other capital market instruments, and may involve in reverse repurchasing transactions. c. For the purpose of obtaining trading profit or rental income, it may purchase or otherwise sell real estates such as ; offices, homes, business centers, shopping centers, hospitals, hotels, commercial store houses, commercial parking areas, and other similar properties, it may provide furnishing of real estates which require certain minimum hardware in order to activate them such as ; hospitals, hotels or similar properties prior to letting them appropriately, d.. For the purpose of attaining purchase and selling profit through acquisition of ownership and to develop projects after creating floor servitude, it may sell or otherwise purchase lands and lots accordingly, e. For the purpose of attaining gain, It may sell the real estates on which right of construction is being created with independent and peremptory nature in order to develop projects in the name of the company by public or special legal persons on their own or by the legal persons after having attained their ownership. f. It may make investments in the real estate backed projects of which all required permissions are obtained pursuant to the relevant regulations, of which project is prepared and approved, of which all of the statutorily required documents for starting up the construction are completely and accurately made available through the approval of an independent expertise companies, in order to attain real estate development profit and rental income at every stage of the said project. g. It may create usufruct on the real estates, and use the same. It may create time-share servitude; it may be construction right obligator in order to attain commercial profit on the lands and plots it already owned. h. To the extend specific regulations will be reserved, it may realize the projects to be developed based on build-operatetransfer method provided the requirements specified under sub paragraph (f) of this clause will be granted through causing construction right in its own favor or in the favor of others. i. Provided it will be made depended on a guarantee which must be approved by the board, it may make investment in the real estate backed projects which contains the requirements set forth under sub paragraph (f) of this cause in accordance with the provisions of the agreement in order to attain rental incomes that is to be produced in the future.

3 j. To the extend no limitation would exist regarding its power of disposal on the portion falling under its share of the company between the partners which jointly own real estate backed projects conforming to the conditions under sub paragraph (f), it may make joint investment through creating floor servitude. k. Provided the ownerships will be attained, it may sell and purchase real estates at abroad. Provided it will be backed by real estate, it may involve in investing in foreign real estates. l. To the extend the special agreement provisions would be permissible, in order to attain rental incomes, it may lease real estates from third parties, and re let the same. m. In order to protect against the rate risk occurring from exchange backed transactions and the interest rate resulting from the payables of the latter, it may involve in swap and forward transactions, it may involve in fixed transaction agreements except for the merchandise backed ones. n. For the purpose of collection and provision of the receivables and the rights of the company it can receive any guarantee either real or personal. It can involve in registration, lifting and all other transactions before title deed office, tax offices, and in similar public and private institutions and bodies in relation with the above. o. When necessary, hypothecation, pledge may be created on the real properties already acquired,.it can give hypothecation as the guarantee of the projects that it has materialized. It can create limited real rights it can pledge its assets in its portfolio for the purpose of credit provision. p. In addition to its own company portfolio, it can purchase, lease or otherwise sell mobile or immobile properties, to the extend and amount that it can be in need of. q. The company for the exclusive purpose of realizing a project, it may incorporate an ordinary company with one or more partners for being able to conduct the construction works of the project which it will be realizing for. r. The company for the payments beyond its operations which require payment such as; attendance fee, fees, dividends, it can not provide any benefit to its partners, members of management and controllers board, or otherwise to its personnel out of its assets hereunder. s. If the matters concerning the occupational subject of the company included in the memorandum and articles of association of the company differ from the regulations to be set up in later stage by the board of capital market, the regulations to be set forth by the board of capital market shall prevail and duly abided with. ISSUANCE OF INDEBTEDNESS AND SECURITIES ARTICLE 6 :The company, in order to be able to satisfy the costs related to its portfolio or its short term fund requirements, it may take credits from the loan institutions with the terms and conditions and rates prescribed in the regulations of capital market or without depending on the limits, it may issue bonds, commercial papers, asset backed securities and other loan and borrowing bills provided the regulations of board of capital market will be observed at all times. In connection with the limits of commercial papers to be issued, the laws and regulations of board of capital market shall be complied with. The company management board, under clause no. 13 of the Turkish Code of Capital market, is authorized to issue bonds, funding bonds, and other commercial papers. The paragraph 423. of the Turkish Commercial code will not be applicable in such case. CAPITAL AND STOCKS ARTICLE 7: The registered capital of the company is TRL This capital is divided in shares each representing a nominal value of TRL (say TRL one thousand).

4 The issued capital of the company is TRL (say TRL twenty three trillion two hundred fifty billion) which is fully paid up and divided into (say 23 billion two hundred fifty million) shares each representing a nominal value of TRL ( say TRL one thousand). TRL out of this issued capital is paid in cash. The remaining balance of capital amounting to TRL is satisfied from extra ordinary reserve moneys in an amount of TRL , and the issuance premiums with the capacity of legal reserve money in an amount of TRL while TRL is satisfied out of the fund of revaluation, and TRL out of the non-distributed profits.. No-par value stock is distributed to the shareholders against extra ordinary reserve moneys added to the capital, and the issuance premiums with the capacity of legal reserve money, the fund of revaluation and the undistributed profits. The breakdown of the issued capital of the company in an amount of TRL is as follows Commercial title setting NO. Group Nature no. of share share amount Osmanlı Bankası A.Ş 1,3,4,5 A registered Osmanlı Bankası A.Ş 1,2,3,4,5 B bearer Doğuş Holding A.Ş 1,2,3,4,5 B bearer Doğuş İnşaat ve Ticaret A.Ş 1,2,3,4,5 B bearer 1,185,750 1,185, Offered for sale 1,2,3,4,5 B bearer

5 the group A stocks to be issued by the company will be registered, group B stocks will be to the bearer if they represent the capital satisfied by the internal resources or in cash, if they are issued against real capital increase will be registered, the transfer of the group A registered stocks may not be restricted. In the transfer of Group B registered stocks to be issued against real capital, the provision of paragraph 404. Of the Turkish Commercial Code shall not apply pursuant to the Turkish Code of capital market. The Group A shares are entitled the privilege of nomination during the appointment of the board directors. All of the board directors will be appointed amongst the nominees nominated by the group A shareholders. In case of capital increase, new group A stocks will be issued against group A stocks and the new group B stocks against the group B stocks correspondingly. However, should the board of directors limit the purchase right of the shareholders, then all of the newly issued stocks will be Group B as to bearer stocks, while in the real capital increase they will be issued as registered group B stocks hereunder. The board of directors is authorized to increase the issued capital through issuing new stocks up to the registered capital ceiling any time it may think fit and to decide on issuing shares with premium share through limiting the right of purchase of the new stocks by the shareholders. The issued capital of the company may be increased either in cash or in real. however in case of real capital increase to be conducted under the provisions of the Turkish commercial code, the decree must be obtained from the general assembly. The portion paid in cash with respect to the capital increase procedures can not be lower than the ratio specified in the communiqué of the board of capital market. in the real capital increase procedures the regulations of the board of capital market and the provisions of the Turkish Commercial code shall be abided. The stocks that are remained after the use of preferential right during the capital increase, and all of the stocks that are newly issued and in the event the use of preferential right will be limited, they will be offered for sales with the market price provided such price will never be lower than their nominal value. The issued capital must be shown on the documents where the name of company appears. The company board of directors may print the stocks in various coupons to represent more than one share thereof. PRIVILEGED SECURITIES ARTICLE 8: No any security other than the stocks giving preferential right in nomination of the board members during the appointment of the board members can ever be issued. VALUATION OF THE ASSETS IN PORTFOLIO ARTICLE 9: The company, under the circumstances specified in the regulations of capital market, will be liable to appoint an expertise company which is existing in accordance with the regulations of the board of

6 capital market, and make it determine the values of assets and rights that constitute the subject matter of the relevant transaction, including their rental costs on the market prices accordingly. SAFE CUSTODY AND INSURANCE OF THE ASSETS IN PORTFOLIO ARTICLE 10: The securities or any documents that represent them which are included within the company portfolio will be kept under the custody with the companies that are authorized to provide custody service by the board of capital market depending on a custody agreement to be entered by the parties under the regulations of the board of capital market. Except for the plots, lands, rights, and the projects of which construction is not initiated yet but included in the company portfolio, all of the assets must be insured on their market prices against any damage that may occur in the future. BOARD OF DIRECTORS AND OFFICE TERM ARTICLE 11: The company business and affair will be conducted by a board of directors comprising minimum three(3), maximum eleven(11) members to be appointed by the general assembly, pursuant to the relevant provisions of Turkish Commercial Code, for an office term of one year. The board of directors will appoint a chairman and a vice-chairman amongst he board members at the first board meeting, provided. during the absence of the chairman the vice-chairman will chair the meeting. Including the following 1/3 rd of the members to be appointed for the board will not be qualified for the board membership: - The leading entrepreneur prescribed under the regulations of the capital market, - The companies which hold more than 10% share of such leading entrepreneur or the companies holding the voting share at the said rate. - Other partners holding 10% or more shares or the ones holding the voting share at the said rate. - The shareholders having the share with the privilege of nomination for the management board in the company. - Any company providing advisory services to the company, - Operator companies, - No relation must have been established by and between the shareholders who have 10% or more than 10% share in the company or the shareholders having the share with the privilege of nomination for the management board at the said rate in the company directly or indirectly in the last two years time in terms of employment, capital or commercial sense and no blood or affinity relationship must exist up to third degree including the spouse amongst the latter. If any fractional number appears in the calculation of the rate 1/3 rd, the closest number will be considered as the basis.

7 The board members may be appointed for an office term of maximum one-year time. The ones will be eligible for reappointment when their office term will expire. If any vacancy occurs for whatsoever reason, the management board temporarily appoints a member who has qualifications prescribed under the Turkish Commercial Code and the regulations of the board of capital market for such vacant position and submits to the approval of the first general assembly, thus the member so appointed will complete the office term of the exmember correspondingly. REQUIREMENTS FOR THE APPOINTMENT TO THE MANAGEMENT BOARD ARTICLE 12: The following conditions are required for the board members to be appointed in the company, - they must not be bankrupt, and not sentenced for the infamous crimes such as; embezzlement, peculation,, extortion, bribery, breach of trust, counterfeasance, theft, swindling, smuggling except for production smuggling, or for disagreement in the Turkish Code of Capital market. - They must not be from the persons whose responsibility is determined in any incident which requires such sanction in the companies where he/ she is temporarily or permanently terminated with the membership in the stock market or the ones whose one or several permissions of operations is temporarily or permanently suspended under the regulations of board of capital market in connection with the capital market operations. - He/she must have a degree from the institutions of higher education that provide four years of education in real estate improvement, civil engineering, architecture, economics, business administration, law, finance or in similar fields. - They must have at least three years of experience in the fields related to the subjects that constitute the occupational matter of the company. Having been involved solely in real estate trade will not be considered as the required experience in this field The majority of the members of the board of directors of the company must be TR citizen and be qualified in the requirements set forth under the Turkish Commercial Code and the regulations of the board of Capital market correspondingly. THE BOARD MEETINGS AND EXCLUSIVE RESOLUTIONS ARTICLE!3: The board meetings The board will convene any time where the company affairs are deemed to be necessary for such meetings. However it must convene at least once a month. At the meetings each member will have only one voting right. The chairman of the board will determine the agenda of the board meeting. The agenda may be changed subject to the resolution of the management board.

8 In the extraordinary cases, if the chairman, upon the written request of one of the members, fails to call the members for the board meeting, then the members will be entitled for authorization to make the call on their own motion. The place of meeting is the main business place of the company. However, the board of directors may convene at some other place provided they will decree on such matter appropriately. The board of directors will convene with the majority of votes, that is with one excess of half of the full number of its members, and the decisions will be taken with the majority of the members attending such meeting.. in case of equal votes, the proposal will be considered rejected. At the board meetings the votes will be used as affirmative or negative. Any member, voting negative will write his/her reason under the resolution for rejection and undersign the same conformably. The members who fail attending the meeting, will not be allowed to vote through writing or assigning somebody else as the proxy for the said job. Exclusive resolutions If the decisions of the management board will not be taken unanimously by and between the parties mentioned under the subparagraph (A) below, on the matters given under the sub paragraph (B) below, it will be notified to the board of capital market and to the stock market in association with its detailed reasons, moreover it will be included in the agenda of the first general assembly meeting and inform the same to the shareholders thereof. A- PARTIES a) The leading entrepreneur prescribed in the regulations of board of capital market, b) The partners who have 10% or more share in the company capital, c) The partners who are holding the shares that include nomination privilege for the board of directors in the company, d) The company providing advisory services to the company, e) Other companies that have voting right by 10% or more over the shares given under sub paragraphs (a), (b) and (c) or other companies where they hold voting right at the same rate.. B- DECISION WITH EXCLUSIVE NATURE a) The decisions regarding the selling, buying, leasing or letting assets from/to the company portfolio b) The decisions regarding specification of the companies that will undertake the marketing works of the assets included in the company s portfolio, c) The decisions related to setting up credit relations,

9 d) In the offer of sales of the company stocks, the decisions regarding determination of the stock market brokers that undertake the purchases. e) The decisions regarding making common investment, f) the decisions regarding determination of the real or legal persons that will be providing financial, legal or technical advisory services to the company, g) the decisions regarding determination of the real or legal persons that will be providing project development, control and contracting services to the company, h) The decisions related to the inclusion of the securities issued by the legal persons prescribed under the sub paragraph (A) above into the company s portfolio. i) Even if it will be beyond those given above, the decisions that are resultive in favor of any one of the parties given under sub paragraph (A) hereof. OFFICE DISTRIBUTION AMONGST THE BOARD MEMBERS ARTICLE 14: The board of directors will be authorized to decide on all the matters other than the ones, which are vested to the authorization of the general assembly in accordance with the Turkish Commercial code. The board members will appoint a chairman and a vice chairman amongst themselves at their first board meeting. The management board may transfer a part of its authorization to an executive director to be appointed amongst them., and otherwise may transfer the same to the general director and executive director or any other director or directors that they may appoint from outside. The matters regarding the scope of authorization of the executive director and the general director including the directors and the method of their representation and binding the company will be determined by the management board while registering and announcing the same accordingly. REPRESENTATION AND BINDING OF THE COMPANY ARTICLE 15 : The company is conducted by the board of directors and represented by the same. The board of directors fulfils the duties given to it by the general assembly pursuant to the Turkish Commercial Code, the Turkish code of Capital Market and other rules and regulations in this respect. the board of directors may conclude agreements that exceeds its office term for the validation and effectiveness purposes of the overall documents to be given by the company, including any and all agreements, bonds, checks, and similar documents must bear at least two signatures of authorized

10 signatories who are authorized to represent and duly bind the company to be affixed under the name of the company appropriately. THE REMUNERATION OF THE BOARD MEMBERS ARTICLE 16: The remuneration of the chairman and directors of the board will be determined by the general assembly. The payable remuneration for the first year is shown under the temporary clause 3. Thereon. GENERAL DIRECTOR AND DIRECTORS ARTICLE 17: For the purpose of conducting the company affairs the board of directors will appoint a general director and directors in sufficient number. The required qualifications for the ones who will be appointed as the general director are ; He/she must have a degree from the institutions of higher education that provide four years of education in economics, business administration, law, finance, real estate investments, civil engineering, architecture, or in similar fields. They must have at least five years of experience in the fields such as; law, construction and finance which are closely related to the real estate investments. To be involved solely in real estate trading will not be considered to satisfy the required qualifications in this respect. The general director will be liable to conduct the company in line with the decisions of the board of directors and pursuant to the provisions of he capital market and other relevant regulations thereof. PROHIBITIONS CONCERNING THE DIRECTORS ARTICLE 18 : Having set up a relation between the board members and the persons who will be party in the decisions to be resolved by the board of directors directly or indirectly in the last two years time in terms of employment, capital or commercial sense or in case of existence a blood or affinity relationship up to third degree including the spouse. any board member that matches any one of the above said status will be liable to notify such situation to the board of directors associated with the detailed reasons and make this inserted in the minutes of the meeting. The board members can not attend the meetings where the matters regarding their personal benefits or the benefits of ascendants and descendants and any other persons with blood or affinity relationship up to third degree including the spouse will be deliberated. Any member acting in contradiction with this provision will have to indemnify the company for the loss, which is resulted from such act, transaction or deed thereunder. The board members can not involve in doing a commercial transaction in their own names or in the names of others personally or indirectly with the company for the works that fall under the company s occupational subject even if the prior permission will be granted from the general assembly, while they will not be permitted to enter into a company which has been involved in the same type of commercial transactions as the partner with unlimited liability.

11 THE CONTROLLERS AND THE OFFICE TERM ARTICLE 19: The following conditions are required for the controllers to be appointed in the company, - they must not be bankrupt, and not sentenced for the infamous crimes such as; embezzlement, peculation,, extortion, bribery, breach of trust, counterfeasance, theft, swindling, smuggling except for production smuggling, or for disagreement in the Turkish Code of Capital market. - They must not be from the persons whose responsibility is determined in any incident which requires such sanction in the companies where he/ she is temporarily or permanently terminated with the membership in the stock market or the ones whose one or several permissions of operations is temporarily or permanently suspended under the regulations of board of capital market in connection with the capital market operations. - He/she must have a degree from the institutions of higher education that provide four years of education in real estate improvement, civil engineering, architecture, economics, business administration, law, finance or in similar fields. - They must have at least three years of experience in the fields related to the subjects that constitute the occupational matter of the company. To be involved solely in real estate trading will not be considered to satisfy the required qualifications in this respect. The general assembly will appoint two controllers to hold the office for a service term of three years amongst the shareholders or someone s from outside. The simple majority of the controllers must have Turkish citizenship, and the ones will be eligible for reappointment when their office term will expire. The controllers may not be appointed at the board directorate, and they will not be allowed to be company employee thereof. The controllers will be liable to fulfill the duties prescribed under the paragraphs of the Turkish Commercial Code. The controllers who re appointed for the first year are shown under the temporary article 4 hereof. REMUNERATION OF THE CONTROLLERS ARTICLE 20: The remuneration of the controllers will be determined by the general assembly. The payable remuneration for the first year is shown under the temporary clause 5 hereof. THE GENERAL ASSEMBLY MEETINGS ARTICLE 21: The general assembly will meet ordinarily and extraordinarily.

12 The ordinary general assembly meeting will be held within three months time as of the end of accounting term of the company and at least once a year and having considered the provision of Turkish Commercial Code paragraph 369, the agenda items prepared by the board of directors are deliberated and decreed agreeably. The extraordinary general assembly meetings are held whenever the company affairs make it requisite and take the required decisions. The place and time of the extraordinary general assembly meeting will be announced accordingly. PLACE OF MEETING ARTICLE 22: The general assembly meetings will be held at the main business place of the company or any place that the board of directors may deem fit. PRESENCE OF A COMMISSIONER AT THE MEETINGS ARTICLE 23: at the ordinary and extraordinary general assembly meetings, a commissioner from the ministry of industry and trade must be present. Any decisions taken by the general assembly during the absence of the commissioner will be considered null and void. VOTING RIGHT ARTICLE 24: There will be only one vote for each share of the shareholders or their proxies that are present at the ordinary and extraordinary general assembly meetings, provided the article 7 of the memorandum and articles of association of the company will be reserved at all times. METHOD OF VOTING ARTICLE 25: The voting is made by show hand at the general assembly meetings, showing the documents that determine the ones using the votes in proxy, in accordance with the regulations prescribed by the board of capital market. However, if the ones holding one tenth of the capital which the shareholders represent are present, requesting the method of voting to be through sealed envelope, then it will be executed accordingly. APPOINTMENT OF REPRESENTATIVE ARTICLE 26: The proxies that can be appointed amongst the shareholders or any people from outside may represent the shareholders at the general assembly meetings. The representatives who are the shareholders in the company will be authorized to use their own votes as well as the votes of the shareholders that they represent. The board of directors will decide the form of letter of authorization, the letter of authorization must absolutely be in writing. The representative must vote in line with the wish of transferor provided the representative will be

13 shown in the letter of authorization of the transferring shareholder. In consideration to the proxy voting the relevant regulations of the board of capital market will prevail, and abided with. ADVERTISEMENTS ARTICLE 27: The company advertisements and announcements will be made in the Commercial Registrations Gazette of Turkey and in a newspaper published in a place where the company head office is located, to the extend the times given under the regulations of the board of capital market and the Turkish Commercial code will be observed at all times. However, the advertisements regarding the call of general assembly meeting must be made minimum 2(two) weeks before, excluding the days of advertisement and meeting pursuant to the provisions of Turkish Commercial Code paragraph 368. other advertisement liabilities resulting from the regulations of board of capital market Commercial Code will be reserved at all times. and the Turkish INFORMATION ARTICLE 28: The company, pursuant to the required procedures and guidelines prescribed under the regulations of the board of capital market with reference to the company operations, will be liable to report and relay information to the board of capital market and send the statements and documents indicated under the regulations of the board of capital market thereon. If the financial tables and statements that are required to establish by the board are subjected to auditing by auditors, the auditing report will be sent to the board and announced to the public in accordance with the terms and guidelines prescribed by the board, conformably. AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY ARTICLE 29: In order to be able to table any amendments to be made in this memorandum and articles of association of the company at the general assembly meeting the prior permission of the board of capital market and ministry of industry and trade must be obtained. The amendments to the memorandum and articles of association will be published and duly announced after having certified and registered them with the commercial registrations office and one copy of it will be sent to the board of capital market accordingly. ACCOUNTING TERM

14 ARTICLE 30: The accounting term of the company begins on the first day of January and ends on the last day of December. The first accounting year begins on the date of its registration with the commercial registrations office and it ends on the last day of December of that year. PROFIT DISTRIBUTION ARTICLE 31: The remaining amount after having deducted the amounts of which payment and separation by the company is obligatory, pursuant to the general accounting principles such as; general expenses of the company and the costs of various amortization s and the provisions that are separated for the obligatory taxes and financial liabilities that must be paid by the legal personality of the company, from the incomes determined at the accounting year-end, which will be distributed after having deducted the losses of preceding year, if there is any, from the net profit which is shown in the annual financial statement according to the below given order and guidelines: The first set legal reserve money a) 5% of the remaining amount will be separated until it achieves 20% of the paid up capital pursuant to the Turkish Commercial Code paragraph 466. The first dividend b) the first dividend will be separated from the remaining amount at the rate and amount, which is determined by the board of capital market. The second dividend c) the general assembly is authorized to distribute the remaining balance after having deducted the affairs included under sub paragraphs a) and b) above from the net profit as the second dividend share, to keep in the financial statement as the term-end profit, to add to the legal or optional reserve moneys, or to separate as the extraordinary reserve money hereunder. The second set legal reserve money d) pursuant to the Turkish Commercial Code paragraph 466,subparagrağh 2/3 ; in the calculation of second set legal reserve money, after having deducted the dividend by 5% from the net profit, one tenth of the portion which was decided to distribute to the shareholders and to the other persons participating in the profit will be considered as the basis and will be separated as the second set reserve money.

15 e) unless the reserve moneys which is legally required to separate and the first dividend which is specified for the shareholders under the memorandum and articles of association of the company nothing will be decided such as; to separate further reserve money, to transfer profit to the forthcoming year, and to distribute share from the profit to the board members, officers, employees and the laborers hereunder. TIME FOR PROFIT DISTRIBUTION ARTICLE 32: The date and method of distribution of the annual profit to the shareholders will be decreed by the general assembly upon the proposal of the board of directors after having duly considered the regulations of the board of capital market related to this matter.. the profits already distributed in accordance with the provisions of this memorandum and articles of association of this company will not be returned. RESERVE MONEY ARTICLE 33: For the purpose of reserve moneys separated by the company, the provisions of Paragraphs 466. and 467. of the Turkish Commercial code shall govern. AUTOMATIC TERMINATION ARTICLE 34: the automatic termination and dissolution of the company will be conducted according to the provisions of the Turkish Commercial Code. And the regulations of Board of capital market. LEGAL PROVISIONS ARTICLE 35: The provisions of this memorandum and articles of association of the company which fall in contradiction with the provisions of laws, directives, and the communiqués which are presently in force or that may come in force in future shall be non- applicable. In consideration of any matters that are not included in this memorandum and articles of association of the company the Turkish Commercial code, the Turkish code of capital market, the communiqués of the board of capital market and the provisions of the relevant regulations shall apply. SETTLEMENT OF DISPUTES AND GOVERNING JURISDICTION ARTICLE 36: Any dispute that may arise from or in connection with this memorandum and articles of association of the company between the company and the share holders shall be referred to the courts sitting in the place where the main business place of the company is located, for settlement. TERMINATION AND LIQUIDATION OF THE COMPANY

16 ARTICLE 37: In consideration to termination and liquidation and the procedures and guidelines showing how to handle such formalities related to them, the Turkish Commercial code, the Turkish code of capital market, the communiqués of the board of capital market and the provisions of the relevant regulations shall apply. In case the board of directors will not be commissioned with the liquidation of the company, then the general assembly shall appoint three liquidators for such purpose. FREE INDEPENDENT CONTROL(auditing) ARTICLE 38: In consideration of Free Independent Control(Auditing)of the accounting and transactions of the company, The Turkish Code of capital market and the provisions of the relevant regulations shall be complied with. STAMP DUTY TEMPORARY CLAUSE 1: The stamp duty concerning this memorandum and articles of association shall be paid to the relevant tax department within three months time immediately after the date of its absolute foundation. THE FIRST BOARD DIRECTORS TEMPORARY CLAUSE 2: the following are appointed to constitute the first board of directors: 1. Aclan ACAR- Representing Osmanlı Bankası A.Ş; TR nationality, domiciled at Koza Evleri, Çağla Mahallesi 1. Cadde No: 25 Zekeriyaköy-İstanbul. 2. Osman Fikret TÜMEN- representing Osmanlı Bankası A.Ş, TR nationality, domiciled at Bozkır Sokak, 27/ Çiftehavuzlart-İstanbul. 3. Muammer Cüneyt SEZGİN- representing Osmanlı Bankası A.Ş, TR nationality, domiciled at 1. Orta Sokak, No: 33/12 Göztepe-İstanbul They will be holding the office until the first ordinary general assembly meeting, the board of directors is authorized to apply to the board of capital market for the registration of the stocks to be offered for sale. THE REMUNERATION OF THE BOARD MEMBERS TEMPORARY CLAUSE 3: The board members that are appointed for the first year s office term will not be remunerated. FIRST CONTROLLERS TEMPORARY CLAUSE 4: The controllers that are appointed for the first year office term are;

17 1. Mustafa Ali BARUT- Representing Osmanlı Bankası A.Ş; TR nationality, domiciled at, Gürsoylu Sokak, No: Çamlık Sitesi A Blok D:23 Erenköy-İstanbul. 2. Mehmet Ali ÖZCAN- Representing Osmanlı Bankası A.Ş; TR nationality, domiciled at, Hüsniye Caddesi 6/I Altıntaş Apartmanı Altıntepe, Küçükyalı-İstanbul THE REMUNERATION OF THE CONTROLLERS TEMPORARY CLAUSE 5: The controllers that are appointed for the first year s office term will not be remunerated.

18 THE FOUNDERS OSMANLI BANKASI ANONIM ŞIRKETI DOĞUŞ HOLDİNG ANONİM ŞİRKETİ GARANTİ HOLDİNG ANONİM ŞİRKETİ DOĞUŞ YATIRIM VE TİCARET ANONİM ŞİRKETİ ANA YATIRIM ANONİM ŞİRKETİ

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