Master Agreement

VAKIF FİNANSAL KİRALAMA ANONİM ŞİRKETİ
(MASTER AGREEMENT)


FOUNDATION
Article 1 - A Joint Stock Company was founded between the founders with their names, surnames, residences and nationalities written below in accordance with the provisions of the Turkish Commercial Code with regard to the immediate incorporation of the Joint Stock Companies in order to be managed in compliance with the provisions of the Turkish Commercial Code, Financial Leasing Law and this Articles of Incorporation.

Name of the Founder Nationality Address
1- T.Vakıflar Bankası T.A.O. Turkish Atatürk Bulvarı No:207 Kavaklıdere/ANKARA
2- T.Vakıflar Bankası T.A.O. Memur ve Hizmetlileri Vakifbank Personnel Private Social Security Services Foundation Turkish İzmir Cad.Fevzi Çakmak Sokak No: 14 Kızılay/ANKARA
3- Güneş Sigorta Corporation Turkish Meclisi Mebusan Cad. Setüstü No: 5 Kabataş/İSTANBUL
4- Vakıf İnşaat Restorasyon ve Ticaret Corproation Turkish Spor Caddesi No: 50 Akaretler, Beşiktaş/İSTANBUL
5- Foundation of Social Assistance and Aid for the Personnel of T.C. Vakıflar Bank Turkish İzmir Cad.Fevzi Çakmak Sok. No: 1 / 5 Kızılay/ANKARA


TITLE OF THE COMPANY
Article 2 - The title of the Company is "VAKIF FINANSAL KIRALAMA ANONIM SIRKETI".

PURPOSE AND SUBJECT
Article 3 - To acquire the movable and immovable goods, machinery, tools and equipment and the goods which are specified to be able to be subject to the financial leasing agreement in the Financial Leasing Factoring and Financing Companies Law by purchase, import and other legal ways, to use these economic assets in the domestic and foreign financial leasing activities within the framework of the provisions of the law and relevant legislation and to carry out all kinds of leasing transactions are the main purpose of the Company in general.

The Company can enter into cooperation and establish partnerships, joint ventures and consortiums with the domestic and foreign real and legal persons in order to achieve its main purpose, provided that they will be included within the scope of its subject.

On condition to be for its purpose and within the scope of its field of activity and to constitute favour to achieve such purpose within the framework of the provisions of the Financial Leasing Factoring and Financing Companies Law and the relevant regulations;
1) The Company can purchase and acquire by import the movable and immovable goods, tools, machinery and equipment, spare parts and raw materials included within the scope of textile, food, electric-electronic, communication, automotive, construction, heavy industry, transportation, tourism and other sector activities.
The Company can lease, lease out, sell and insure them pursuant to the provisions of the legislation. The Company can make the old or renewed goods which are subject to permission subject to financial leasing, provided that it will comply with the provisions of the legislation. The Company can render financial and technical consultancy services. The Company can establish cooperation and partnerships with the organizations operating in abroad on these matters.
2) The Company can be engaged in the financing activities included within the scope of its subject in order to realize its purpose. The Company can make cooperation and agreements with the foreign and domestic institutions and organizations in order to provide fund, and take on short and medium-term credits and sureties within the framework of the provisions of the legislation. The Company can give credits and sureties to the domestic and foreign financial, industrial and commercial institutions as well as it can indebted to them. The Company can make surety, pledge and similar contracts on this matter.
3) The Company can obtain securities and valuable papers which will be deemed to be the activities needed by a financing institution on condition that it will not have the characteristic of security portfolio management and agency activity, make savings on them and transfer these rights on condition not to be stock exchange banker.
4) The Company can obtain brands, patents, letters patents, licences and technical assistance and intangible intellectual and industrial rights, make savings on them and transfer the rights on condition not to constitute the subject of the financial leasing in order to achieve its purpose.
5) The Company can discount its documented rental receivables and give these receivables as guarantee. The Company can transfer the lease contracts to the other lease holders in compliance with the Financial Leasing Factoring and Financing Companies Law and the relevant legislation. The Company can issue registered shares, bonds, commercial papers, profit sharing certificates and all kinds of securities and similar assets recognized with the Capital Markets Law at the times it considers necessary in compliance with the provisions of the Board of Directors, the Capital Markets Law and the Turkish Commercial Law.
6) The Company purchases the movable and immovable goods that it will need for its own use based on the decision of the board of directors, sells them if necessary and may become debtor and creditor due to these transactions on condition to be related with its main purpose. The Company can take movable, commercial enterprise and immovable pledge in return for the other finance opportunities which it will provide to the sales for count and leasing transactions and all kinds of receivables. The Company can give pledge over the movable, immovable and commercial enterprises in return for the credits to be provided and the commitments to be taken up in its favour. The Company can release these mortgages and pledges. For these, the Company can carry out the necessary transactions in the land registry offices. The Company can register into its special registries as stipulated by the Law. In case of necessity, the Company can perform all kinds of transaction savings for subdivision, amalgamation and parcelling.
7) The Company can take advantage of the incentives which are specified in the incentive certificate of the lease holder and which the lease holder will be entitled upon purchase if all or a part of the investments bound by incentive certificate are realized by leasing.
8) The Company can be engaged in international representation, agency or similar agency activities. It can employ foreign experts and personnel within the framework of the legal legislation provisions.
When the Company wishes to take up such works that will be considered useful and necessary for the Company in relation to its purpose and field of activity apart from those specified above, such works shall be submitted to the board of directors for approval and the Company can carry out the works that it wishes after the result is obtained in this way. However, for the implementation of this transaction which has the characteristic of amendment to the articles of incorporation, the Company should apply to the permission of the Ministry of Customs and Trade, the Capital Markets Board and the Banking Regulation and Supervision Agency.
9- The Company can mediate for drawing up the insurance contracts regarding the works included in its field of activity so as to cover all kinds of insurances to the goods which are subject of the Financial Leasing transactions, the guarantees received within the scope of these transactions and the persons who lease the mentioned good save for the provisions pertaining the insurance legislation.

Headquarter and Branches of the Company
Article 4 - The headquarter of the Company is located in Sisli District of Istanbul Province. Its address is ”Buyukdere Caddesi Gazeteciler Sitesi Matbuat Sokak No:13 Esentepe Sisli Istanbul". In the case of address change, the new address is registered to the Trade Registry and announced on the Turkish Trade Registry Gazette and also notified to the Capital Markets Board, the Ministry of Customs and Trade and the Banking Regulation and Supervision Agency. The notification sent to the registered and announced address is deemed to have been sent to the Company. The Company can establish a branch in the country and in abroad in compliance with the provisions of the Financial Leasing Factoring and Financing Companies Law with the decision of the board of directors and on condition to obtain the permission of the relevant authorities.

Duration of the Company
Article 5 - The duration of the Company is indefinite and ends pursuant to the provisions of this articles of incorporation and the applicable legislation.

Capital
Article 6 - In accordance with the provisions of Law No. 6362, the Company adopted the registered capital system with the permission of the Capital Markets Board dated 12.12.1991 and numbered 56/870. The registered capital of the Company is TRY 10,000,000,000 (ten billion Turkish lira), divided into 1,000,000,000,000 (one trillion) shares with a nominal value of 1 kuruş each. The issued capital of the Company is TRY 5,000,000,000 (five billion Turkish lira), divided into 500,000,000,000 (five hundred billion) registered shares with a nominal value of 1 kuruş each.
Of this capital, TRY 1,259,190,173.51 (one billion two hundred fifty-nine million one hundred ninety thousand one hundred seventy-three Turkish lira and fifty-one kuruş) has been paid in cash out of TRY 3,500,000,000 (three billion five hundred million Turkish lira). The remaining TRY 2,233,959,826.49 (two billion two hundred thirty-three million nine hundred fifty-nine thousand eight hundred twenty-six Turkish lira and forty-nine kuruş) has been covered as follows: TRY 253,750 from the revaluation surplus pursuant to Article 298 (repeated) of the Tax Procedure Law, TRY 68,520 from subsidiary sale profit as bonus shares, TRY 2,233,637,556.49 from retained earnings and dividends, and TRY 6,850,000 from positive inflation adjustment differences of paid-in capital. The recently increased capital of TRY 1,500,000,000 (one billion five hundred million Turkish lira) has been fully covered from 2024 profit. Shares issued in return for this amount were distributed to the shareholders free of charge in proportion to their shareholdings. The authorization granted by the Capital Markets Board regarding the registered capital ceiling is valid for 2025–2029 (five years). Even if the ceiling is not reached by the end of 2029, in order for the Board of Directors to increase capital thereafter, it is mandatory to obtain authorization from the Capital Markets Board for the previously permitted or a new ceiling amount, and authorization from the General Assembly for a new period. Without such authorization, the Board of Directors cannot resolve on capital increases. The Board of Directors is authorized, in accordance with the Capital Markets Law and other legislation, to increase the issued capital up to the registered capital ceiling when deemed necessary. It is also authorized to resolve on issuing privileged shares, issuing shares above nominal value, and restricting shareholders’ pre-emptive rights. The nominal value of the shares, originally TRY 1,000, was amended to 1 kuruş pursuant to Law No. 5274 amending the Turkish Commercial Code. Due to this change, the total number of shares decreased, and for every 10 shares of TRY 1,000 nominal value, one share of 1 kuruş nominal value was issued. The rights of shareholders arising from their shares in connection with this change are preserved.The shares representing the capital are monitored in dematerialized form in accordance with dematerialization principles.

Shares
Article 7 - All of the shares are in the name of the holder and the shares in the name of the holder are quoted on the Stock Exchange Market. Transfer of the shares is possible providing that the provisions of the relevant legislation are followed.

The Board of Directors
Article 8 - The business and management of the Company is conducted by a Board of Directors consisting of at least 5 members including the General Manager. Each year, the Board of Directors elects a chairman among the members and a deputy chairman to act as a proxy, when the chairman absent. The General Director and the Chairman of the Board of Directors cannot the same person. Members apart from the General Manager are elected by the shareholders by the General Assembly pursuant to the provisions of Turkish Commercial Code. The majority of the members of the Board of Directors consist of supervisory non-management directors. Among the supervisory non-management directors, there are independent members who have the capacity to carry out their duties without being under any influence and whose numbers and qualifications are determined according to the regulations of the Capital Markets Board regarding the Corporate Governance. In cases, where the General Manager of the Company is not present, his/her deputy is the ordinary member of the Board of Directors. It is obligatory for the General Manager and his/her deputy to have studied at the undergraduate level and to have at least seven years of professional knowledge and experience in the field of finance or management. . In application of the provisions, the provisions of the Law No. 6361 on Financial Leasing, Factoring and Financing Companies ad the other applicable legislations are reserved.

Term of the Board of Directors
Article 9 - The members of the Board of Directors are elected for the period of 3 years at most in accordance with the provisions of the Turkish Commercial Code and other related laws and legislations and the provisions of related regulations and communiqués and all of the are re-elected at the end of their terms. Compliance with the provisions of the Turkish Commercial Code and other related laws and legislations and the provisions of related regulations and communiqués are sought for the re-election of the members who have completed their terms. In case membership of the Board of Directors becomes vacant for any reason, the Board of Directors conducts an election for the position of the member who has left. The election of this member is presented to the approval of the first General Assembly and the member elected this way serves until the General Assembly meeting, to which he/she is submitted for approval and, if approved, completes the term of his/her predecessor. TTK 363-1

Meeting of the Board of Directors
Article 10 - The Board of Directors meet at the place where the company headquarters is located, when the company business and operations require or where the majority of the members of the Board of Directors request. However, it is mandatory to meet at least once a month. Even if the meeting is not held in accordance with the procedure, the members being present at the meeting place at certain days and hours does not prejudice the validity of the meeting. Those, who are entitled to participate in the Board of Directors meetings of the Company, may participate in the meetings electronically in accordance with Article 1527 of the Turkish Commercial Code. The Company may, in accordance with the provisions of the Communiqués Regarding General Assemblies to be Made in Electronically in the trade companies, establish the electronic meeting system, which enables the beneficiaries to participate and vote in these meetings electronically, as well as purchasing service from those systems created for this purpose. At the meetings to be held, it is ensured that the beneficiaries can exercise their rights specified in the related legislation within the framework stated in the provisions of the notification through the system established in accordance with this provision of the Company's Articles of Incorporation or through the system providing the support service to be purchased. The provisions of the Turkish Commercial Code applies to the quorum of the meeting and quorum of decision for Board of Directors.

Representing and Binding the Company
Article 11 - The management and the representation of the Company belongs to the Board of Directors. The Board of Directors may transfer the management and representation authority to the members of the Board of Directors or third parties partially or completely. The Board of Directors has the authority to organize the management of the Company and to define the duties, which it deems necessary, through an internal directive to be prepared within the framework of Article 367 of the Turkish Commercial Code. In order for all the documents to be provided by the Company and the contracts to be valid, these are necessary to be put under the title of the Company and to be signed by two persons authorized to bind the Company.

Duties and Authorities of the Board of Directors
Article 12 - The management and the representation of the Company against third parties belongs to the Board of Directors. The Board of Directors has the authority to manage all kinds of business, which are within the purpose and subject of the Company specified in the Article 3 of the Company's Articles of Incorporation, and legal actions on behalf of the Company and to use the title of the Company.

Determination of internal regulations and those to become signatories on behalf of the Company, providing all kind of collaterals against the credits to be provided from banks and other credit institutions, establishing partnerships, participating in the institutions and leaving them and getting into liquidation and buying, leasing, selling and performing construction work of real estate on behalf of the Company are within the authority of the Board of Directors.

The Company transferring all or a substantial portion of its assets, except financial leasing transactions, or establishing real rights on them (except the real rights arising from ordinary activities) or leasing them, taking over or renting an important asset, proposing privilege, changing the scope and content of the existing privileges and to withdraw from the stock market are regarded as important transactions in terms of the application of the Corporate Governance Principles.

As long as General Assembly decision is not required for the transactions regarded as important in accordance with the relevant legislation, the approval of the majority of independent members should be obtained so that the decision of the Board of Directors regarding the mentioned transactions can be executed. However, in case the mentioned transactions are desired to be executed despite the absence of the approval of the majority of independent members regarding important transactions and despite the opposition of the majority of independent members, the transaction is submitted to the approval of the General Assembly. In this case, the reason for the opposition of the independent members of the Board of Directors is immediately announced to the public and it is notified to the CMB and read at the General Assembly meeting to be held. When decisions of the General Assembly regarding important transactions are taken, the provisions of Article 29-6 of the Capital Markets Law apply.

Approval of the majority of independent members is sought for the important related party transactions of the Company. In case the majority of independent members do not approve the concerning transaction, it is announced to the public within the framework of public disclosure arrangements in a way to include sufficient information on the transaction and the transaction is submitted to the approval of the General Assembly. In the said General Assembly meetings, decision is taken by a vote, in which the parties to the transaction and the persons associated with them cannot participate, and other shareholders are ensured to participate in such decisions at the General Assembly. Quorum is not required at the General Assembly meetings to be held for the cases specified in this article. Decision is taken by the majority of the voters. Decisions of the Board of Directors and General Assembly, which are not taken in accordance with the principles stated in this paragraph, are considered invalid. The necessary committees are established by the Board of Directors in accordance with the Corporate Governance Principles.

a) Committees of the Board of Directors
The Board of Directors may establish an audit committee, a corporate governance committee and other committees in order to effectively fulfil its duties and responsibilities. All members of the audit committee and the chairmen of the other committees are elected among the independent members of the Board of Directors.

b) Corporate Governance Committee
The Company and its bodies endeavour to strictly comply with the regulations on Corporate Governance. However, in case the concerning principles cannot be fully applied, the reason for this, the unilateral declaration of will, which contains information regarding the conflict of interest arising out of the failure to fully comply with these principles, and the relevant compliance report, if any, shall be included in the annual activity report and this situation is announced to the public.
The Corporate Governance Committee acts as a nominating committee and a pricing committee as well as monitoring the compliance with corporate governance principles.

Within this scope, the corporate governance committee fulfils the following duties.
a- Corporate Governance
The Committee determines whether the corporate governance principles of the Company are applied or not, if not applied, the reason for this and the conflicts of interest arising due to the failure to fully comply with these principles, gives recommendations to improve the corporate governance practices of the Board of Directors and supervise the work of the shareholders and associated units.
The compliance report to the corporate governance principles to be prepared by the committee is included in the annual activity report and announced to the public.
b- Nomination
The Committee conducts works on the establishment of a transparent system for the determination, assessment and training of candidates suitable for the Board of Directors and on the determination of policies and strategies in this regard; makes regular assessments on the structure and efficiency of the Board of Directors and submits its recommendations to the Board of Directors regarding any changes that may be made in this regard; determines and supervises the approach, principles and practices of members of the Board of Directors and senior managers regarding the performance assessment and career planning.
c- Pricing
The Committee determines the recommendations of the members of the Board of Directors and senior managers regarding the pricing principles by taking the Company's long-term goals into consideration. It determines the criteria, which may be used for pricing, in connection with the performance of the Company and its members; it submits its proposals regarding the salaries to be given to the members of the Board of Directors and to senior managers by taking into account the degree of fulfilling the criteria, to the Board of Directors.

d- Audit Committee
Article 12-C
The committee responsible for audit supervises the partnership’s accounting system, disclosure of financial information to the public, independent audit and the operation and effectiveness of the internal auditing system of the partnership. The committee responsible for audit reports the annual and interim financial statements, by taking the opinions of the directors responsible for the partnership and the opinions of independent auditors regarding the accounting principles, together with its own assessment, to the Board of Directors in writing.

The committee responsible for audit meets at least four times a year for at least once every three months and the results of the meeting presented to the Board of Directors by linking them to the meeting minutes. The committee responsible for audit immediately notifies the Board of Directors in writing regarding the determinations and recommendations that it has obtained on field of responsibility of its duty.

The audit committee also fulfils the requirements of Article 378 of the Turkish Commercial Code.

e- Early Detection of Risk Committee
Article 12-D
It conducts works with the purpose of early detection of risks, which may put the company's assets, developments and continuation into danger, of applying the necessary measures regarding the detected risks and managing the risk.

Salary of the Members of the Board of Directors
Article 13 - The salary to be paid to the members of the Board of Directors are decided by the General Assembly. The salary to be paid for the first year is shown in Provisional Article 3.

Auditors, Their Duties and Salaries
Article 14 – The auditor, who meets the conditions specified in the Capital Markets Law and related legislation, in order to audit the Financial Statements of the Company, the reports of the Board of Directors including the annual activities, its accounts, inventory and accounting, in accordance with the Turkish Auditing Standards which comply with international standards on auditing is elected by the General Assembly for the period of one year. The elected auditor is registered and announced in the Trade Registry Gazette and on the Company’s website. Regarding the election of a special auditor, the provisions of the Turkish Commercial Code and relevant legislation apply.

General Director
Article 15 - The Board of Directors elects a General Manager, who has the qualifications described in the Financial Leasing Factoring and Financing Companies Law, in order to carry out the technical and administrative affairs of the Company within the principles and limits to be determined by the Board of Directors. The General Director is an ordinary member of the Board of Directors. The duties, authorities and allowances of the General Director is determined by the Board of Directors.

General Assembly
Article 16 – Ordinary and extraordinary meetings of the General Assembly.
a) Way of Invitation: Call to the meeting of the General Assembly is announced in the Turkey Trade Registry Gazette, the Company's website, on the Public Disclosure Platform and other places to be determined by the Capital Markets Board. This call is made at least three weeks before the date of the meeting, excluding the dates of the announcement and the meeting. The agenda is reported on the announcement.
b) Meeting Time: The ordinary General Assembly gathers within 3 months from the end of the account transfer of the Company and at least once a year and the extraordinary General Assembly gathers, when and in cases it is foreseen by the law required by the Company's affairs.
c) Voting and Deputy Appointment: In ordinary and extraordinary General Assembly meetings, shareholders or their representatives have the right to vote for a share. At the General Assembly meetings the shareholders can be represented by the external representatives that they will appoint outside of the Company.
d) Negotiations and quorum: At the General Assembly meetings, the matters stated in Articles 409 and 413 of the Turkish Commercial Code are negotiated and necessary decisions are taken. The quorum in the General Assembly meetings are subject to the provisions of the Capital Markets Law and the Turkish Commercial Code.
e) Place of Meeting: The General Assembly gathers at a suitable place of the city, where the company management centre is located, or at a place, where the shareholders have a numerical majority.
f) Participation in the General Assembly Meeting in electronically: The beneficiaries, who are entitled to attend the General Assembly meetings of the Company, may participate in these meetings in electronically pursuant to the Article 1527 of the Turkish Commercial Code. The Company may, in accordance with the provisions of the Communiqués Regarding General Assemblies to be Made in Electronically in the trade companies, establish the electronic meeting system, which enables the beneficiaries to participate and vote in these meetings electronically, as well as purchasing service from those systems created for this purpose. In all General Assembly meetings to be held, it is ensured that the beneficiaries and their representatives can exercise their rights, which are specified in the provisions of the regulations concerned, via the system established in accordance with this provision of the articles of incorporations.

Having a Ministry Representative at the Meetings
Article 17 - It is obligatory to have a representative of the Ministry of Customs and Trade at both the ordinary and extraordinary meetings of the General Assembly. Decisions to be taken at meetings, where the representative of the Ministry is absent, are not valid.

Announcements
Article 18 – In the announcements of the Company and the announcements regarding the call of the General Assembly to the meetings, the provisions of the Turkish Commercial Code, the Capital Markets Law and Capital Markets Board regulations and the relevant legislation apply.

Accounting period
Article 19 - The accounting year of the Company starts on the 1st of January, ends on the 31st of December. The first accounting year starts with the final establishment of the Company and ends on the 31st of December of the same year. The List of Attendants, the Balance, the Profit and Loss Statement, the Minutes and the reports prepared in accordance with the provisions of the Turkish Commercial Code and the Financial Leasing Law are forwarded to the proper authorities within the relevant period.

Detection and Distribution of Profit
Article 20 - The remaining amount after deducting the general expenses, depreciation, reserves, corporate tax and similar tax and financial liabilities and if any, the losses of the previous year from the revenues of the Company gained within a balance period constitutes the Company’s net profit of the year.

The net profit of the year is distributed as follows:
a) 5% legal reserve is allocated.
b) The first profit share is allocated from the distributable profit in the proportion and amount determined by the Capital Markets Board.

After the distribution of the net profit of the year as described above, the General Assembly decides whether the whole or part of the remaining amount to be distributed to the shareholders as the second profit share or to be reserved as extraordinary reserve funds.

It cannot be decided whether or not to allocate another reserve fund unless the legal reserves, which are mandatory to be allocated by the provisions of the Turkish Commercial Code and the Capital Markets Law, and the first dividend is allocated in proportion determined for the shareholders in the Articles of Incorporation, to transfer the profits to the next year and to give the profit share to officers and employees unless the first profit share is paid.

In calculation of the secondary legal reserve to be allocated pursuant to Article 519/(3) of the Turkish Commercial Code, after the profit share of 5% of the paid-up capital is deducted for the shareholders, one-tenth of the portion agreed to be distributed to the shareholders and other participants of the profit is taken as basis and it is added to the reserve fund each year.

Legal Provisions and Compliance with Corporate Governance Principles
Article 21 - For the matters not included in this Articles of Incorporation, the provisions of the Turkish Commercial Code, the Financial Leasing Law, the Capital Markets Law and other relevant laws and legislations and the provisions of the regulations and communiqués in connection with them apply. The Corporate Governance Principles, which are mandated by the Capital Markets Board, are complied with.

- The demand we made via the petition dated 20.11.2007 to the General Directorate of Domestic Trade of the Ministry of Trade and Industry for amendments to Article 3-4 and 17 of the Master Agreement of our Company is accepted, with reference to the official letter Number 27508 of the Capital Market Board, dated 13.11.2007, by the official letter of the General Directorate of Domestic Trade of the Ministry of Trade and Industry Number B.14O.İTG.0.10.00.01/401.01-42643-115134/7361, dated 11.12.2007.
Amended articles are hereby reflected to the Master Agreement.