Remuneration provided to members of the Governing Bodies and Senior Management; Non-Competition Covenant:

The total value of rights and material benefits provided to members of the board of directors and of the senior management in 2015 amounted to TL 13,062,000. The total value of cash and non-cash benefits consisting of allowances, travel, accommodation and representation expenses, and of insurance and similar guarantees provided to the Board of Directors amounted to TL 1,091,000; the sum provided to members of the senior management amounted to TL 1,307,000.

Duty of Loyalty Report:

During 2015, the following conclusions were reached in all of our Bank’s transactions with the main shareholder, the main shareholder’s affiliations and our Bank’s affiliations: the fact that the transaction was made or the precaution was taken or in the time of avoiding from taking precaution, according to circumstances and conditions known by us, the fact that substituted performance is provided and the fact that there is no precaution taken or avoided from taking it which can damage the company and the fact that there is no transaction or precaution to be offset within this framework.

Special Audits, Public Authority Audits:

There were no shareholder requests for special audits during 2015. Türkiye Finans is subject to continual on-site inspection and remote supervision by personnel of the BRSA (Banking Regulatory and Supervision Agency) as required by the Banks Act (Statute 5411). The Bank was subject to the audit conducted by the Ministry of Labor and Social Security Inspection Board during 2015.

During 2015, a total of TL 296,686.28 in administrative fines were levied against Türkiye Finans, of which TL 212,241.75 were related to contraventions of Statute 5411, TL 22,081.46 were for contraventions of the tax-law and TL 62,363.07 were for contraventions of traffic, municipal laws and various other laws and regulations.

Investments and Incentives:

In 2015, our Bank invested in total TL 279.3 million, TL 35.5 million of which is intangible fixed asset and TL 243.8 million is tangible fixed asset. TL 220 million investment of tangible fixed asset was made for New Headquarter building located in Ümraniye Hekimbaşı, İstanbul.

In 2015, TL 241,912 grant was taken from TÜBİTAK pursuant to II. and III. financial reports of Scoring Project, Technology and Innovation Funding Programs Directorate (TEYDEB).

Charitable Assistance and Donations:

• The tax-deductible portion of donations and charitable assistance paid by Türkiye Finans to public-interest organizations amounted to TL 323,231 in 2015.
• The non-deductible portion of donations paid by Türkiye Finans to other natural and legal persons amounted to TL 11,000 in 2015.

Shares that the Bank has acquired in itself:

There are no shares which the bank has acquired in itself.

Administrative and Legal Enforcement:

There were no instances of the company or members of the Board of Directors being found to have contravened legislative provisions, or the actions of administrative and financial enforcement as the result of such contraventions.

Highlights Occurred after Annual Period:

Oğuz Kayhan who is a member of board and chairman of the Audit Committee resigned from his duties in our bank as of 15.01.2016.

Our bank was given permission with regard to order transmission mediation, transaction mediation, portfolio mediation, and limited storage activities with BNK-022 (109) numbered license of authorization by Capital Market Board.