Law No. 4456 Acceptance date: 14.10.1999 PART ONE ESTABLISHMENT AND LEGAL STRUCTURE Legal structure Article 1 - except for the matters regulated by this Act and subject to the provisions of private law in the form of joint-stock company, with corporate body, established a development and investment bank. The title of the Bank "Joint Stock Company Development Bank of Turkey" is. The abbreviated title "TKB". Ministry to which the bank is "Prime" is. The central bank "Ankara" is. Abbreviations Article 2 - For the purposes of this Act; 1. "Ministry" shall mean the Prime Minister, 2. "Minister" means the Prime Minister or appointed by the Minister of State, 3. "Bank" shall mean Inc. Development Bank of Turkey (TKB) 's shall refer. The purpose of the Bank and scope of Article 3 - The purpose of the Bank; for Turkey's development, joint-stock company provide loans profitability and efficiency understanding of the status, provide support by participating in the financing and management, to direct the domestic and foreign savings into development investments, to contribute to the development of capital markets, domestic, foreign and international joint investments financed and to do all kinds of development and investment banking functions. Bank to achieve these objectives; 1 Turkish Lira and foreign currency short, medium and long term all kinds of cash and non-cash loans can be opened, based on a profit-sharing or leasing make credit transactions. Local and taking the necessary guarantees to foreign individuals and institutions could guarantee the money and a vehicle. 2. You can purchase all types of securities, and bonds can not guarantee you can buy. 3. Research, development projects and educational activities you can do or can provide technical assistance. the company that has financial relationships can take precautions to ensure the efficient work. 4. You can turn on loans to companies, established at home and abroad may participate in the company, necessary rehabilitation, bonifikasyo's, make consolidation. The Bank may establish companies under the leadership of the shares of the subsidiaries, sell, give and take back profit guarantee. 5. Import, export and make all kinds of invisible transactions, such as foreign exchange transactions and may hold foreign currency positions. 6. Insurance agency can do. 7 at home and abroad provided that the necessary permissions to open branches and representative offices. 8. Cooperate with domestic and foreign financial institutions can become members of national and international organizations in which they participate. 9. Domestic and international financial institutions can provide you with all kinds of sources of money and capital markets and funds. 10. take measures to ensure the spread of the masses of ownership in the industry. 11. Banks resources development plans and annual programs, in accordance with the objectives and principles. 12. Any kind of development that will help to achieve its objectives and make the investment banking operations. 13. All kinds of movable and real estate property takes to sell, rent, lease gives, and against pledge, usufruct, easements, property liability and other rights of property. 14. In exchange for the loans it extends open, pledges, pledges and mortgages on commercial enterprises can take all kinds of guarantees, including. PART TWO FINANCIAL PROVISIONS ARTICLE 4. Resources - equity and external resources to ensure the achievement of the objective of the Bank is as follows: a) Equity capital 1 2. Reserves and provisions. b) Foreign sources 1 under the Treasury guarantee to be issued on Turkish Lira or foreign currency bonds, 2. Treasury and the Central Bank will be opened in loans, given that advances, 3. If the issuing Treasury guarantee will be provided from domestic and foreign institutions loans 4. Other resources. Mutual funds and partnerships Article 5 - Banks, securities investment trust securities in accordance with capital markets legislation and establish investment funds and act as intermediaries. Capital Article 6 - Bank is the registered capital system, the registered capital is 75 000 000 000 000 TL. The Bank's shares are registered shares. capital increase in the registered capital ceiling of the Bank is performed by the Board of Directors. The registered capital ceiling of the General Assembly on the decision of the Council of Ministers can be increased. Board of Directors; The pre-emptive rights restrictions, to issue shares above the nominal value of the share allocated to sales and shares is authorized printed in different denominations. In the absence of provisions in this Act, the operation of the Bank's registered capital system, 2499 under the Capital Market Law. Movable Article 7. Authority to issue securities - bank may issue in accordance with the legislation of all kinds and sell securities. The Bank Bonds to be issued under the Treasury guarantee any rights owned by government bonds, would benefit from privileges and immunities. Article 8 of the usage of resources - The Bank uses the annual placement program according to the source. The placement program; a) Source of the sectors, regions and companies allocated according to the structure, b) Associates and credit allocation will be made for c) regions and company structure will be implemented based on lending rates, maturities and grace periods indicated. The annual placement program are sent to the Ministry of Finance and the Ministry. Article 9 of the accounting period and work program - the Bank's fiscal year is the calendar year. The Bank shall draw up a work program for regulating the activity of each accounting period. This work program; a) Article 8 of the mentioned placement program, b) Personnel staff to c) investment program, d) income and expenditure budget, e) financing program, f) evaluation criteria, g) Workers' company definition, h) Any other matters deemed necessary, Location is given. PART THREE BODIES OF THE BANK Article 10 The General Assembly - The General Assembly consists of the owners of the Bank's shareholders. The General Assembly acts in accordance with the Turkish Commercial Code, including any provisions of this Act. The Board of Directors Article 11 - The Board of Directors is responsible for decision making organ of the General Assembly. a) Board of Directors; 1. General Manager 2. Six members elected by the General Meeting of Shareholders, to become a president, shall consist of seven members. b) To be elected to the Bank's Board of Directors; 1. Meeting the general conditions for appointment to the civil service, 2 have had higher education, 3. Shareholders General Assembly among law of three of the members to be elected, economics, management, finance, banking, public administration and the disciplines or at least a bachelor in engineering related to this branch level should be studied. In other members of professional expertise is not required. c) the chairman of the Board of Managing Director. d) Board members serve for three years. The term of office ended on members be re-elected. In case of vacancy in membership before the expiration of the Turkish Commercial Code shall apply. e) The Board of Directors of the number of full members meet at least twice a month with absolute majority. Decisions are taken by consensus of the majority. Abstention from voting. In case of equality of votes the president's vote counts as two. The duties of the Board of Directors Article 12 - The main task of the Board of Directors in accordance with General Assembly resolution and related legislation, development plans and annual programs, is to ensure the realization of the objectives set out in the Bank Act. The Board of Directors inter alia; a) opening of loans to companies, to participate in their capital, the establishment of the company under the leadership of the bank and the sale of shares of the subsidiaries decide and profit guarantee given to revocation. b) representatives at home and abroad, to open branches and representative offices, and decides to shut down. c) take the necessary measures and decisions to provide financial resources for the bank. d) Medium and long-term plans with this Act shall be drawn up under Article 9 shall approve the annual work program, monitor and replace if necessary. e) The annual report, balance sheet and profit and loss account General Assembly proposal to prepare the distribution plan and profit. f) The effective organization necessary for the execution of the Bank's activities and determine its rules of procedure and regulations to decide. g) appoints senior executives on the recommendation of the CEO and determine their duties and powers. h) the Board of Directors in case of a vacancy in the Presidency and General Manager, not to exceed six months, selects the Vice President who shall act as the members of the Board who shall act as the Chairman of the Board and General Manager, and submit to the Minister for approval. i) management board members of the Bank's subsidiaries and auditor candidates to choose among the experts on this subject. j) Carrying out other duties assigned. The Board of Directors authorized a portion of the case as it considers necessary, specifying the limits may delegate to the General Manager. General Manager gives information about the first meeting of the Board on the issues that are authorized. It does not relieve the Board of devolution of responsibility. General Manager Article 13 - General Director shall be appointed by joint decree. Dismissal, made according to the method of determination. General Manager of law, economics, business administration, finance, banking, public administration or equivalent disciplines and this in engineering related to branch banking or business administration and have seen at least a bachelor's degree is required to have at least ten years of professional experience. General Manager's duties and powers are as follows: a) Bank of the relevant legislation, the General Assembly and directed in accordance with the decision of the Board. b) The Administration and represents the Bank before the judicial authorities and the third person and if necessary, delegate the authority to represent. c) propose the appointment of senior managers and other personnel shall appoint. d) the Bank's capital and financial resources, to the organizational goals and the principles of efficiency allows the use of in an appropriate manner. e) To carry out other duties provided by the legislation. The Director General may delegate powers as it deems necessary in part to lower levels. The Director-General does not recover devolution of responsibility. Deputy Director of ARTICLE 14 - Executive Vice Presidents are appointed by joint decree. General Manager Assistants, minimum half of law, economics, management, finance, banking, they must have at least seven years of professional experience in public administration and the disciplines or have received at least a bachelor's degree, provided that the engineering related to these branches and banking or business administration . Bank staff Article 15 - The tasks required of the Bank services 657 Civil Servants Act and other laws which are not subject to provisions of the contract staff contract staff is carried out by hand. The commissioning of the Bank's staff, duties and powers, qualifications, appointment, advancement, promotion, dismissal forms of discipline, principles, obligations, title and number of the State Personnel Minister upon the opinion of the Presidency by a regulation to be issued by the Council. and other financial and social rights and wages of contract based Bank staff; After the proposal and approval of the State Personnel Board's general manager of Ministers upon the approval of the Presidency are determined by the Council. Also in proportion to the work of the Bank staff on the day of January, April, he is paid a monthly salary bonuses in July and October. However, no monthly fees, all kinds of social benefits, time, compensation, benefits, or other name made under all payments (including amounts corresponding to a month of bonuses, except for board membership fee) monthly average of the Higher Planning does not exceed the upper limit shall be fixed for the Board of the Bank. Bank staff, TC 5434 are subject to the Pension Fund Law. Evaluation of length of service, the Civil Servants Law No. 657 of 5434 is made in accordance with the provisions of the Act. the Bank staff pension process, the General Administration Services class to pass the supplementary index figure set for the General Manager who worked, as the tasks they perform, Servants of the same cadre of similar tasks in the classroom can enter according to law, title and applies additional indicators and authorities compensation determined for the degree. Supervisory Board Article 16 - The Bank's Supervisory Board consists of three members. Supervisory Board members from among candidates proposed by shareholders elected by the General Assembly. The auditor shall be required terms for board members. The auditors work according to the relevant provisions of the Turkish Commercial Code. Supervisory Board members serve for three years. Who ended his tenure reelected. The provisions of the Turkish Commercial Code, in case of vacancy in membership before it expires apply. PART FOUR MISCELLANEOUS PROVISIONS Exceptions, rights and privileges Article 17 - Bank from auditing the 1050 Accounting Law No. I of the General Act, 2886 Public Procurement Law, the Allowance Law 6245 are not subject to these annexes and amendments. The Bank's moveable and immovable property, money, rights and will be subject to attachment. Banks will save the properties for the realization of organizational goals and activities, rent, lease gives, and against pledge, usufruct, easements, property liability and other rights on property. The Bank's investment in the Fund and loans used by companies that use these loans to the Bank all kinds of payments are exempt from banking and insurance transactions tax. shares related to this loan transactions, receipts, commitment, of Association shall, kefaletname and conveyance description, collateral and guarantee letters, letters and telegrams, receipts are for transport, disbursement, sending, delivery, collection orders and all kinds of papers, records, books, accounts extracts, the credit to be taken by the beneficiary bank statement, balance sheet and operating accounts extracts, pledge and mortgage securities transactions; these companies' securities will be arranged in the order bank rediscount bills from the stamp tax, notary and land registration fees and are exempt from all kinds of fees. The Bank's objectives in respect of movable constitutes the guarantee of credits to real property purchase and sale in execution of immovable property, insolvency or in external sales case a bank, sales cycles and all kinds of transactions related to the transition process related to the tender enters, loan obtained from abroad, including the issuance of bonds and operations of these loans, loans to offset the collections made, the case will open the eyes of the courts and executive offices, follow-up and demands; The deposit, stamp duty, value added, inheritance, from banking and insurance transactions tax, notary, tellallık, land, law enforcement, education, waiver, prison and other kinds of fees taxes and are exempt from fees. distribution of profits Article 18 - tax from the gross profit of the Bank and other legal obligations from the distributable profit after leaving the Turkish Commercial Law, Banking Law and the first dividend distribution is carried out according to other relevant legislation. The profit remaining after the first dividend in this way will be distributed, the General Assembly determined that up to 5% will be part of the gross quarterly remuneration of the staff to be limited to the Board of dividends to be distributed within the guidelines set by the Board after leaving the staff, the Turkish Commercial Code from the remaining profit and general Assembly required divided seen other allowances and reserves and the remainder is distributed as second dividend to shareholders by the General Assembly. Voting in the General Assembly ARTICLE 19. - Each share has one vote in the General Assembly. Votes in the General Assembly used by the Turkish Commercial Code. Article 20 of the Bank's property and documents - all kinds of movable and immovable property and bank and all the money is right and claims shall be State property. The Bank's provision of goods and money, and money on paperwork and notes with crimes against property committed against the State or other existing state-owned paper and counted the crimes committed on the documents. Associates ARTICLE 21. - The Bank may establish a company to realize its objectives and activities may participate in this Act and established companies. It is essential that the Bank's share below 50%. if they exceed the amount in excess of this rate from the date of the vaccine is sold in three years. This period may be extended to three years, including a one-time approval of the Minister. Payments to be made to representatives in these subsidiaries with activities related to the Bank's subsidiaries are regulated by a regulation. Surveillance and control ARTICLE 22 - The Ministry is in charge of overseeing the implementation of the Bank's activities in accordance with the relevant legislation. This task will be to narrow the duties and powers of the Bank and fulfillment to disrupt normal activities. Prime Ministry Inspection Board prepares each year a report on the Bank's operations and submit it to the Grand National Assembly of Turkey. High Supervisory Board will send the report on the Bank to the Bank by the end of April. The Bank's General Assembly convenes later than the end of June and the Supreme Audit make their decisions taking into account the report of the Board. Other provisions Article 23 - on matters not included in this law and the development of the Turkish Commercial Code, Banking Law and the provisions relating to investment banks. Repealed Provisions Article 24. - 27.11.1975 dated and numbered 13, dated 14.11.1983 and No. 165, dated 15.07.1988 and No. 329, dated 02.12.1990 and numbered 401 of Law Decrees were repealed together with supplements and amendments. Provisional Article 1 - 10 50 000 000 000 000 000 000 000 000 TL in TL in the increase of the share capital stage before the entry into force of this Act; issued, but in relation to the outstanding shares, will be offered the use of pre-emptive rights to existing shareholders, the remaining shares will be canceled if the pre-emptive rights. The use of the right of priority, more complete and paid in cash the condition of the former capital is not required. The paid-in capital resulting from the exercise of this right, shall be registered and announced in the issued capital of the Bank. this right shall be granted, taking into account the 2499 Capital Market Law and other relevant legislation stipulated duration is carried out within ninety days from the effective date of the Law. Provisional Article 2 - the date of entry into force of this Act in terms of social security of employees subject to the Social Insurance Institution, the effective date Since Social Security for retirement to the Bank within three months with regard to the ongoing commitment of the Authority if a written application is continued in relations with the dry. Effectiveness Article 25 - This Law shall enter into force on the date of publication. Execution Article 26 - This Law shall be enforced by the Council of Ministers.