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Statement of compliance with corporate governance principles

Asya Katılım Bankası’s corporate governance structures, processes, and principles are formulated so as to be in compliance with the requirements of the Banks Act as well as of all other applicable laws, regulations, and administrative provisions. Bank Asya publicly discloses all rules and practices which determine the bank’s relationships with its board of directors, shareholders, and other stakeholders in line with its sense of social responsibility subject always to the requirements of the Banks Act.

Relations with shareholders and investors

Our conducts its investor relations activities within the framework of its public disclosure and corporate governance principles through the Investor Relations Department only and through the Shareholder Relations Unit of the Budget and Reporting Department, both of which departments are responsible to the Board of Directors.

Investor Relations Department

In line with its primary objective of contributing towards the bank’s value in all respect by serving as a bridge between the Board of Directors and investors in accodance with the bank’s public disclosure policy so as to ensure that the bank’s growth model and future goals are explicitly and clearly understood and to increase the bank’s visibility and transparency in the financial services industry and sector, Bank Asya’s Investor Relations Department holds meetings with the bank’s existing and potential investors by taking part in investor conferences organized in Turkey and abroad and by conducting roadshows; holds meetings and communicates with brokerage officers and bank analysts; prepares investor presentations concerning the bank’s activities at the ends of quarters and makes these available to investors on the bank’s website; holds teleconferences; and responds to all verbal and written requests for information about the company with the exception of such matters about the bank which are not publicly disclosed and which are neither confidential nor in the nature of trade secrets.

Contact information about the individuals responsible for the Investor Relations Department is presented below.

Name Responsibility/Title Telephone Email

A. Rifat Çağlayan Investor Relations / Manager 0216 633 5960 [email protected]

Uğur Güney Investor Relations / Officer 0216 633 5961 [email protected]

Nevzat Mutlu Investor Relations / Asst. Chief 0216 633 5963 [email protected]

Shareholder Relations Unit

The principal duties of the Shareholder Relations Unit consist of:

• Ensuring that records pertaining to shareholders are maintained in a sound, secure, and current manner.

• Responding to shareholders’ written requests for all information about the bank except that which has not been publicly disclosed or is confidential and/or in the nature of a trade secret.

• Ensuring that general meetings are conducted in accordance with the requirements of current laws and regulations and of the bank’s articles of association and other bylaws.

• Preparing documents for the use of shareholders at general meetings.

• Recording the results of voting at general meetings and ensuring that such results are reported to shareholders.

• Supervising and following up on all issues related to public disclosures as required by law and the bank’s public disclosure policy.

• Making use of a section of the bank’s website to inform shareholders about issues that may be of close concern to them such as the bank’s shareholder structure, board members, annual reports, capital structure, developments significantly impacting the bank’s financial well being, quarterly profit/loss statements, information about branches and important personnel, and general meeting resolutions and ensuring that such information is kept up to date.

The Shareholder Relations Unit sends reports about the activities of pertinent units to authorities through designated channels. Contact information about the individuals responsible for the Shareholder Relations Unit is presented below.

Name Responsibility/Title Telephone Email

Kamil Yılmaz Pay Shareholder Relations / Manager 0 216 633 5450 [email protected]

Özlem Coşkun Shareholder Relations / Officer 0216 633 5457 [email protected]

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Corporate Governance Principles Compliance Report

Shareholders’ exercise of their right to obtain information

Bank Asya’s website located at www.bankasya.com.tr contains an “Investor Relations” section in both the Turkish and English languages where issues about the bank that may be of concern to shareholders and to the public at large are published immediately. The same website also contains details about Bank Asya shares, corporate brief, regularly published financial statements and reports, presentations, and corporate governance structure.

Legally stipulated information as prescribed by the Banks Act, the Turkish Commercial Code, and the Capital Markets Law is publicly disclosed in the form of “special circumstance announcements”.

All questions asked by shareholders about matters that are neither confidential nor in the nature of trade secrets are responded to by the units concerned in keeping with the principles of fairness and equality. During 2009 an average of 300 questions a month were received from shareholders by telephone and email and were responded to. The Investor Relations Department took part in an average of ten individual or group meetings with existing or potential investors and bank analysts, at which times their questions about Bank Asya were responded to. During 2009 the Investor Relations Department took part in 32 foreign investor conferences and engaged in personal meetings with 320 investors.

Information about general meetings

Announcements concerning general meetings are published within the legally prescribed periods of time in the trade registry gazette and in the press. Such announcements include a copy of the meeting agenda and a specimen proxy statement. Invitations are also sent out to shareholders by mail.

During the reporting period, Bank Asya held its annual general meeting on 21 March 2009. Shareholders exercised their right to ask questions at this meeting and all questions that were raised were responded to. No shareholder advanced any motion on any issue that had not been included in the agenda.

The bank’s articles of association permits votes to be cast by proxy at general meetings.

Voting rights and minority rights

Shareholders are entitled to one vote for each one-lira share of stock that they own. Shareholders may exercise their voting rights personally or through proxies.

• Voting at general meetings is by an open show of hands. Recourse may be had to secret ballot upon the demand of shareholders representing at least one-twentieth of the capital present and voting.

Issues pertaining to proxy voting are determined within the framework of pertinent laws, regulations, and administrative provisions. This matter is set forth in article 24 of the bank’s articles of association.

Dividend payment policy and timing

Principles pertaining Asya Katılım Bankası AŞ’s dividend payments are set forth in detail in the bank’s articles of association, a copy of which is posted on the bank’s website. Matters concerning the implementation of the dividend payment policy are dealt with within the framework of these articles of association. Dividends are paid out within statutorily prescribed periods of time.

The Board of Directors’ dividend payment proposal is one of the items placed on general meeting agendas. It is presented for the consideration of shareholders and voted on by the general assembly.

This matter is set forth in article 54 of the bank’s articles of association.

Transfer of shares

The issue of share transfers is governed by article 11 of the bank’s articles of association as follows:

Transfers of A group shares, all of which are registered in the name of their owners, are subject to the approval of the Board of Directors. The board may, entirely at its own discretion and without advancing any reason for doing so, refuse to allow such transfers; similarly it may approve and allow such transfers under such terms and conditions as it may deem to be appropriate. Transfers of these shares are legally binding upon the company only if they have been duly registered by the company.

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Corporate Governance Principles Compliance Report

Transfers of B group shares, all of which are registered in the name of their owners, may take place without any need for Board of Directors approval subject to the Turkish Commercial Code, the Capital Markets Law, and Central Registry Agency regulations.

Share transfers for which the Banks Act requires Banking Regulation and Supervision Agency approval may be made only if that agency’s permission has been obtained. No transfer that does not have this required approval may be registered by the company. Those who acquire shares for which Banking Regulation and Supervision Agency approval is required but for which permission is not obtained may not exercise any shareholder rights other than that of receiving dividend payments.

Public disclosures and transparency Company disclosure policy

A company disclosure policy was formulated by the Board of Directors in line with corporate governance principles with the aims of ensuring that all stakeholders, including shareholders and the public at large, are kept informed in a timely, correct, complete, intelligible, and coordinated manner. This policy was approved at an ordinary general meeting of the bank held on 31 March 2006.

In order to ensure that correct and timely information is supplied in line with this, presentations are made of the financial statements published at quarterly intervals and these presentations are shared with investors on the bank’s website. Information about Bank Asya is provided by the Investor Relations Department through its participation in investor meetings. Questions that investors and shareholders may have about these issues are also responded to by telephone and email.

Public Disclosures

During 2009 Bank Asya published 23 (twenty-three) special circumstance announcements within the framework of CMB regulations.

Company website and content

The Asya Katılım Bankası AŞ website is in service at the address of www.bankasya.com.tr.

The bank’s website contains detailed information about the bank and about the products and services provided by the bank. Banking transactions may be performed from the Bank Asya internet branch.

The “Investor Relations” section in both the Turkish and English languages on Bank Asya’s website contains information about the bank’s management structure; the current text of the articles of association; general meeting invitations, agendas, and resolutions; annual reports; periodical financial statements and reports; and Public Disclosures.

Particular attention is given to ensuring that the information on the bank’s website is kept up to date.

Disclosure of ultimate non-corporate controlling shareholder(s)

As of 31 December 2009 Bank Asya had a total of 255 shareholders. No shareholder controls more than a 10% stake in the bank. Information about this matter is publicly disclosed on the bank’s website.

Public disclosure of those who may have access to internal information

A list of those who may have access to insider information about the bank has been published on the bank’s website since 30 April 2009. The names of members of the Board of Directors and of senior managers who may be in such a position are published in annual reports and on the website.

Stakeholders

Keeping stakeholders informed

Stakeholders are regularly kept informed about such matters as are deemed to be necessary. Organizational arrangements have been made as needed to satisfy shareholders’, employees’, and customers’ requests for information. Through these arrangements, shareholders, customers, employees, and regulatory agencies are kept effectively informed.

Stakeholder participation in management

Bank Asya has always encouraged employees to take part in management. For this reason, employees are able to express all of their opinions and suggestions about the bank’s activities through an in-house suggestion system (Asya Öneri Sistemi) whose use requires no prior approval. These opinions and suggestions are processed by personnel who are charged with this duty. They are then forwarded to suitable members of

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Corporate Governance Principles Compliance Report

management for action to be taken as appropriate. All suggestions received from employees are responded to. Once a year, an assessment is made of those suggestions on which action has been taken and awards are made accordingly.

During 2009 1,701 suggestions were received from the bank’s employees.

Human resources policy

These are basic principles of our human resources policy:

• Give attention to both quality and quantity in personnel planning. Employ personnel who conform to the bank’s business and culture. • Maintain personnel productivity and effectiveness at the highest levels.

• Provide personnel with opportunities for professional, personal, and social development through effective training plans and programs. • Maintain the highest degree morale and motivation among personnel possible at every level.

• Safeguard and advance employees’ material and moral rights.

• Create a workplace environment that will foster the willingness of all employees to work with their superiors while also striving to develop human relations skills.

• Provide an open, two-way communication environment.

• Involve employees in career planning that provides everyone with fair and equal career opportunities.

A performance management system is used at Bank Asya. Under this system, employees are evaluated at regular intervals in terms of their performance during the most recent period and they are informed about the results of such evaluations.

Every year an Internal Customer Satisfaction Survey is conducted at the bank in which employee satisfaction and job satisfaction is evaluated. Employee job, social, and psychological satisfaction is also supported through an in-house club for personnel called “Yediveren” (“Semperflorens”). During 2009 this club conducted a variety of meetings, events, and activities.

Work has been completed on a job description and associated salary scale system in our growing Bank. The new compensation system has been in effect since 2008.

A total of 338,580 hours of training were provided to personnel in 2009. Average training time per person was 13.34 days. Relations with customers and suppliers

Bank Asya employees:

• Provide correct, complete, and timely information on all matters during every stage of every relationship involving all the products and services that are supplied to the bank’s customers.

• Are obliged to uphold and carefully maintain the confidentiality of all information and documents about customers that they may have access to and not reveal anything to anyone other than those individuals and organizations whose authority to demand information and documents is explicitly prescribed by law.

• Regard quality as an essential prerequisite for supplying any service that is intended to satisfy a customer’s needs and expectations; make every possible effort to deploy the technological infrastructure and qualified human resources that are the two most fundamental elements of this concept in such a way as to achieve continuous improvements in service quality.

• Make no distinctions with respect to nationality, religion, financial or social status, or sex when serving customers.

• The existence of an organizational structure and product lineup that identifies and differentiates among target groups and approaching customers in different risk groups differently is not to be interpreted as justification for discriminating among customers or categorizing them. Bank Asya investigates the reasons for any customer complaints that it receives via the (Customer Request Web Module, Alo Asya Call Center, Happy Customer Hotline) systems that it has created. Measures are taken as necessary to avoid the repetition of any issues that led to justifiable complaints. Such action includes correcting the practices that provoked the complaint and informing employees in order to prevent any recurrences.

Social responsibility

Within the framework of its sense of social responsibility and of the requirements of the laws and regulations to which it is subject, Bank Asya donates to and assists publicly beneficial foundations and associations, supports cultural publications, and sponsors congresses and conferences dealing with matters pertaining to economics and banking.

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Corporate Governance Principles Compliance Report

Bank Asya is respectful of people, of individual rights and liberties, and of the environment. It takes the requirements thereof into account in all of its business processes, and strives materially and morally to fulfill those requirements at every opportunity. During 2009 the bank provided assistance and donations to a variety of agencies and organizations in an aggregate amount corresponding to about three ten-thousandths of its shareholders’ equity.

The bank is not a respondent in any suit on account of any environmental damage.

Penalties imposed by public authorities

During the reporting period the bank paid an amount equal to 0.07% of its current profit as fines imposed by a number of public authorities on account of violations of the requirements of law.

Board of Directors

Structure and formation of the Board of Directors; non-executive members

Information about the members of the Board of Directors and president & CEO is presented below.

Name Position/Title

Tahsin Tekoğlu Chairman

Cemil Özdemir Deputy Chairman

Ünal Kabaca President & CEO

Salih Sarıgül Board Member

Tacettin Negiş Board Member

Ahmet Çelik Board Member

Murat Sungurlu Board Member

Members of the bank’s board of directors are elected in accordance with article 32 of the bank’s articles of association and the requirements of the Banks Act.

Qualifications of members of the Board of Directors

The qualification that members of banks’ boards of directors must have are set forth in the Banks Act. Bank Asya complies with such requirements in the election of its board members.

Mission, vision, and strategic goals of the company

The Board of Directors has formulated clear and intelligible statements of the bank’s vision and mission. These are set forth on its website and in its annual reports.

Bank Asya’s mission and vision are presented below.

Mission: To contribute to shareholders and to the Turkish economy by satisfying customers’ needs and expectations with a “different solutions for different expectations” approach and developing modern banking services within the framework of interest-free banking principles.

Vision: To be a respected, trusted, and effective bank that provides service at world standards through the products that it develops.

During the reporting period, the Board of Directors regularly reviewed the bank’s performance towards achieving the bank’s strategic goals and it provided guidance on such issues.

Risk management and internal control mechanisms

Bank Asya has created an effective internal control and risk management system within the framework of the requirements of the Banks Act and other laws, regulations, and administrative provisions to which it is subject.

This system consists of three separate units: Department of Internal Control, Risk Management Department, and Board of Inspectors. All three of these report directly to the Board of Directors.

Duties and authorities of the bank’s board of directors