PURPOSE

The purpose is to determine the rules and recommendations that the Bank will follow in order to achieve a high level of business ethics while continuing its activities.

In this context; in accordance with the legal requirements of the Republic of Turkey, decisions of Bankacılık Düzenleme ve Denetleme Kurumu, Tasarruf Mevduatı Sigorta Fonu (TMSF), and Turkish Banking Association (TBB), the Bank's Articles of Association, and the general rules of our Bank, to work and make recommendations in line with the structure and processes related to our Bank's corporate governance and the principles regulated for them, and to regulate the duties and working principles of the "Corporate Governance Committee" within the framework of the "Regulation on Corporate Governance Principles of Banks" published in the Official Gazette dated 01.11.2006 by Bankacılık Düzenleme ve Denetleme Kurumu.

DEFINITIONS

Bank : Refers to Birleşik Fon Bank A.Ş.

Law and Regulation : Refers to Banking Law numbered 5411 dated 19/10/2005 and the "Regulation on Corporate Governance Principles of Banks" published in the Official Gazette numbered 26333 dated 01.11.2006.

Non-Executive Board Member : Refers to a Board Member who does not have an executive role under them.

Corporate Governance : Refers to the management of the Bank by the top management in a responsible, fair, transparent, and accountable manner, in accordance with the set goals, regulations issued under the Banking Law, other relevant legislation, the Articles of Association, internal regulations of the bank, and banking ethical principles, in a manner that protects the rights and interests of all stakeholders and depositors.

Top Management : Refers to the Bank's General Manager and Assistant General Managers, managers of units within the Internal Systems, and other managers who, regardless of their title, hold positions equivalent to or higher than Assistant General Manager, excluding consulting units.

Senior Management : Refers to the Bank's Board of Directors and its top management.

Shareholders : All shares of Birleşik Fon Bankası A.Ş. belong to the Tasarruf Mevduatı Sigorta Fonu (TMSF).

OUR BANK'S SCOPE OF ACTIVITY

The purpose of the Bank is to provide banking services related to the matters specified in the Articles of Association. In order to achieve these purposes, the Bank operates in the following areas and forms, within the limits of the Banking Law and relevant legislation, as stated in its Articles of Association:

Acceptance of all kinds of deposits and their safekeeping and operation,

Undertaking the financing of all kinds of economic activities; investments, domestic and foreign trade, including forfaiting, factoring, and forwarding transactions,

Providing banking services related to all kinds of economic activities,

Granting and disbursing all kinds of term and types of loans,

Obtaining loans from domestic and foreign sources, using rediscount advances from the Central Bank of the Republic of Turkey,

Engaging in joint ventures, forming consortia, and participating in them, with other banks and companies, private and public institutions, regarding borrowing and lending,

Buying and selling foreign exchange domestically and abroad, opening foreign exchange accounts, accepting foreign exchange deposits, and conducting other exchange transactions,

Buying and selling all kinds of securities domestically and abroad, acting as a stock exchange intermediary, issuing all kinds of bonds, selling them domestically and abroad, acting as an intermediary in the sale of publicly offered shares and bonds of joint-stock companies within the framework of the Capital Markets legislation, establishing and operating securities investment funds, buying and selling treasury bills, bonds, public partnership securities, performing any kind of legal transaction on them, buying and selling all kinds of securities of legal entities, performing any kind of legal transaction on them, pledging, taking pledges,

Acting as an insurance agency,

Establishing correspondent relationships with domestic and foreign banks,

Opening branches and representative offices domestically and abroad,

Participating in or entering into profit-sharing ventures with companies established or to be established in the fields of domestic and foreign economic activities,

Issuing or accepting such letters of guarantee related to domestic and foreign economic activities, giving aval, providing guarantees, accepting aval guarantees,

Purchasing or leasing service buildings related to its purpose and subject, establishing rights in rem on them and cancelling them,

Accepting and cancelling real estate mortgages, business pledges, and additional collateral as the principal and additional collateral for its receivables, pledging movable properties or releasing such pledges, transferring and assigning these rights to others,

Acquiring, transferring, and performing any kind of legal transaction on useful rights, warrants, licenses and privileges, trademarks, models, pictures, and trade names, know-how, and similar intangible rights that may be useful in banking matters,

Opening and operating training and recreational facilities for Bank employees, providing health and social assistance to Bank employees, establishing foundations, funds, and facilities for this purpose,

Carrying out any transactions and services permitted by the Banking Law and relevant legislation, within the framework of the legislation in force.

(*) Although our Bank is authorized to perform the activities listed above, the Board of Directors of Bankacılık Düzenleme ve Denetleme Kurumu and the Tasarruf Mevduatı Sigorta Fonu (TMSF) decided on 23.01.2002 that no new deposits should be accepted as of 01.01.2002 and that banking activities should be continued for the liquidation of existing assets and liabilities and other assets and liabilities to be transferred from other fund banks to the bank, and requested this from our bank's board of directors. Upon this, our board of directors accepted the implementation of these matters with the decision numbered 23 dated 24.01.2002, and the flow of our bank's operations and banking services was ensured to be carried out within this framework.

As of the date of these decisions, our bank does not enter into new credit relationships except for issuing a limited number of guarantee letters to ensure the sustainability of commercial activities of companies under the management and supervision of TMSF in exceptional cases and to avoid any loss of rights.

CHRONOLOGICAL DEVELOPMENT OF BİRLEŞİK FON BANK A.Ş.

Birleşik Fon Bank Bank was formed through the merger and acquisition of the following banks: Egsbank, Etibank, (İnterbank, Esbank), İktisat Bankası, Kentbank, and Toprakbank, which were transferred and merged into Bayındırbank.

1- BAYINDIRBANK A.Ş.

By the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 09.07.2001 and numbered 383, the ownership rights, management, and supervision of Bayındırbank A.Ş. were transferred to the Tasarruf Mevduatı Sigorta Fonu in accordance with Article 14 (3) and (4) of Law No. 4389 on Banks.

2- EGSBANK A.Ş.

• a- By the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 09.07.2001 and numbered 384, the ownership rights, management, and supervision of EGS BANK A.Ş. were transferred to the Tasarruf Mevduatı Sigorta Fonu in accordance with Article 14 (3) and (4) of Law No. 4389 on Banks.
• b- By the decision of the TMSF Board dated 26.12.2001 and numbered 428, it was decided to merge EGSBANK with Bayındırbank, including all its assets and liabilities, as of 18.01.2002, within the framework of universal succession principles, in accordance with the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 26.12.2001 and numbered 562.

In accordance with this decision, with the merger process realized by the decision of the EGSBANK Board dated 07.01.2002 and numbered 50/1, the legal entity of Ege Giyim Sanayicileri Bank A.Ş. was terminated and deregistered from the trade registry as of 18.01.2002.

3- ETİBANK A.Ş.

• a- İnterbank was transferred to the Tasarruf Mevduatı Sigorta Fonu on 07.01.1999, and Esbank T.A.Ş. was transferred on 21.12.1999. Later, by the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 27.10.2000 and numbered 86, it was decided to transfer the ownership rights, management, and supervision of Etibank A.Ş. to the Tasarruf Mevduatı Sigorta Fonu in accordance with Article 14 (3) and (4) of Law No. 4389 on Banks.
• b- By the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 15.06.2001 and numbered 346, it was decided to merge İnterbank A.Ş. and Eskişehir Bankası T.A.Ş., together with all their assets and liabilities, within Etibank A.Ş.
• c- By the decision of the TMSF Board dated 20.03.2002 and numbered 177, and in accordance with the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 20.03.2002 and numbered 653, it was decided to lift the liquidation of Etibank A.Ş. and to merge it with all its assets and liabilities, including all shares owned by the Fund, within Bayındırbank A.Ş.

This decision was accepted by the general assembly decision dated 04.04.2002 and the legal entity of Etibank A.Ş. was terminated and deregistered from the trade registry on 05.04.2002.

4- İKTİSAT BANKASI T.A.Ş.

• a- By the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 15.03.2001 and numbered 198, it was decided to transfer the ownership rights, management, and supervision of İktisat Bankası T.A.Ş. to the Tasarruf Mevduatı Sigorta Fonu in accordance with Article 14 (3) and (4) of Law No. 4389 on Banks.
• b- By the decision of the TMSF Board dated 20.03.2002 and numbered 177, and in accordance with the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 20.03.2002 and numbered 653, it was decided to lift the liquidation of İktisat Bankası T.A.Ş. and to merge it with all its assets and liabilities, including all shares owned by the Fund, within Bayındırbank A.Ş.

This decision was accepted by the general assembly decision dated 04.04.2002 and the legal entity of İktisat Bankası T.A.Ş. was terminated and deregistered from the trade registry on 05.04.2002.

5- KENTBANK A.Ş.

• a- By the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 09.07.2001 and numbered 382, it was decided to transfer the ownership rights, management, and supervision of Kentbank A.Ş. to the Tasarruf Mevduatı Sigorta Fonu in accordance with Article 14 (3) and (4) of Law No. 4389 on Banks.
• b- By the decision of the TMSF Board dated 20.03.2002 and numbered 177, and in accordance with the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 20.03.2002 and numbered 653, it was decided to lift the liquidation of Kentbank A.Ş. and to merge it with all its assets and liabilities, including all shares owned by the Fund, within Bayındırbank A.Ş.

6- TOPRAKBANK A.Ş.

• a- By the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 30.11.2001 and numbered 538, it was decided to transfer the ownership rights, management, and supervision of Toprakbank A.Ş. to the Tasarruf Mevduatı Sigorta Fonu in accordance with Article 14 (3) and (4) of Law No. 4389 on Banks.
• b- By the decision of Bankacılık Düzenleme ve Denetleme Kurumu dated 26.09.2002 and numbered 826, and the decision of the TMSF dated 26.09.2002 and numbered 604, it was decided to merge the assets and liabilities of Toprakbank A.Ş. within Bayındırbank A.Ş.

In accordance with these decisions, at the general assembly meeting held on 30.09.2002, the legal entity of Toprakbank A.Ş. was terminated and deregistered from the trade registry on 01.10.2002.

7- BİRLEŞİK FON BANKASI A.Ş.

With the registration and announcement of the decision of the Tasarruf Mevduatı Sigorta Fonu dated 12.12.2005 and numbered 49481, in accordance with the provisions of Turkish Commercial Code No. 6762, the title "Bayındırbank A.Ş." was changed to "Birleşik Fon Bank A.Ş."

Since our bank's status, management, supervision, and all shares belong to the Tasarruf Mevduatı Sigorta Fonu (TMSF), it complies with the definition of "Fund Bank" specified in Article 3 of Banking Law No. 5411.

OUR BANK'S MISSION and VISION

Our Mission; To continue monitoring and restructuring activities related to cash and non-cash loans previously acquired in the banking operations field, as well as to follow up and liquidate the assets and liabilities of merged banks within the framework of corporate governance principles.

Our Vision; With a sense of social responsibility and high duty consciousness, we aim to carry out our activities effectively based on transparency and accountability principles, to resolve the transferred banks in the most appropriate manner, create value for stakeholders, and contribute to the development of our employees.

OUR BANK'S CORPORATE PRINCIPLES

CORPORATE VALUES and STRATEGIC GOALS

Corporate Values;

Integrity; We adhere to the principle of integrity in our work and activities, maintaining honesty in our relationships with customers, employees, shareholders, public authorities, and other institutions and organizations.

Reliability; Aware that trust is at the heart of banking, we provide customers, shareholders, employees, and public authorities with clear, understandable, and accurate information, and services are provided in a timely, complete, and consistent manner with the promises made.

Impartiality; We do not approach customers, suppliers, employees, and shareholders with prejudice based on gender, behavior, opinion, or ethnic origin, and discrimination is not made under any circumstances.

Compliance; We comply with all laws, regulations, and standards.

Confidentiality; All kinds of information and transaction details regarding customers, shareholders, employees, suppliers, and business partners, especially personal information of customers, are not shared with any person or organization outside the authorities permitted by law.

Transparency; Except for commercially confidential and yet-to-be-disclosed information, financial and non-financial information related to the Bank is disclosed to the public in a timely, accurate, complete, understandable, interpretable, and easily accessible manner.

Strategic Goals; Birleşik Fon Bank will continue its monitoring and restructuring activities related to cash and non-cash loans previously acquired in the banking operations field, as well as follow up and liquidate the assets and liabilities of merged banks within the framework of corporate governance principles.

AUTHORITIES and RESPONSIBILITIES

Within the Bank, duties, authorities, and responsibilities have been determined to ensure that activities are carried out efficiently and promptly within the framework of laws and established rules. In this context, at the first level, the duties, authorities, and responsibilities of the Board of Directors and senior management are determined by the Board of Directors. It is also monitored by the Board of Directors whether the policies are complied with in the performance of duties. Both the Board of Directors and senior management are composed of professionals with significant experience in the industry.

All bank personnel act with the awareness that they are responsible to the Board of Directors for the results of their activities. The job descriptions of the personnel are determined and documented. In order to increase the sense of belonging of the personnel to the bank and to be able to make objective evaluations, a "performance evaluation" is conducted at the end of each year, which is used in salary adjustments and promotion practices.

To monitor the Bank's compliance with corporate governance principles, to make improvement efforts in this regard, and to make recommendations to the Board of Directors when necessary, a "Corporate Governance Committee" is established that meets the conditions specified in the "Regulation on Corporate Governance Principles of Banks".

QUALITIFICATIONS OF MANAGERS

The senior management of the Bank is selected and appointed by the Board of Directors from individuals who have the ability to carry out their duties fairly, transparently, accountably, and responsibly. They conduct the Bank's activities within the framework of legal regulations and banking legislation. They ensure that both their own activities and the activities of the personnel under their management are carried out within the framework of the Bank's mission, vision, goals, and policies, and they oversee this.

The senior management shows the necessary sensitivity in protecting the interests of the Bank, customers, and especially the public in the performance of their duties and takes this into account in their decisions.

Board members are competent, experienced professionals who effectively perform their duties within the relevant legislation. They conduct their activities in an egalitarian, transparent, accountable, and responsible manner. Adequate time is allocated for bank affairs, and board meetings are held regularly.

Board members oversee senior management in terms of compliance of bank operations with laws, regulations, regulations, goals, and policies. They obtain information when necessary, convey their opinions, and make recommendations.

EVALUATION OF AUDIT FINDINGS

The Inspection Board and the Internal Control and Risk Management Unit effectively carry out their activities within the Bank. The importance of the issues identified by the internal audit system is known to all personnel, measures are taken to rectify the identified deficiencies, and measures are taken to prevent recurrence. These measures are monitored and controlled by senior management.

Additionally, the Board of Directors uses the reports prepared by the audit elements under its authority and the findings obtained as a result of these reports to confirm the accuracy of the information provided by senior management, and cross-checks are conducted.

SALARY POLICIES

The Bank pays monthly salaries to its personnel based on their competencies and the responsibilities they undertake. The rates of annual salary changes are determined by evaluating the "Performance Evaluation" conducted annually and market conditions. Salaries are determined based on market conditions and the nature of the job. The difference in salaries is based on the necessary information and experience related to the job. The job descriptions and responsibilities of the employees are determined in writing. Senior management evaluates the salaries of employees within this framework and informs the Board of Directors if necessary. The Board of Directors conducts the necessary controls and audits to work with personnel who demonstrate compliance with the defined goals of the bank, especially senior executives.

TRANSPARENCY

The Bank shares all kinds of information within the framework determined by laws, regulations, and bank procedures. Information is shared in a timely, accurate, complete, understandable, and unbiased manner to assist relevant individuals and institutions in making decisions. The Bank's financial statements are published on the Bank's website at the end of each year and as of March, June, and September to inform the public.