Ziraat Participation 2016 Annual Report

Changes in the Articles of Association in 2016

Pursuant to a resolution passed at the annual general assembly of Ziraat Participation Bank held on 29 April 2016, the bank’s paid-in capital was increased to 747 million Turkish liras by means of a cash injection in the amount of 72 million Turkish liras, all of which was provided by the Treasury Undersecretariat, and this increase was registered on 18 May 2016. The section of the bank’s articles of association concerning this action was revised as indicated below.

DRAFT AMENDMENT SHOWING THE OLD AND NEW FORMS OF THE SECTIONS OF ZİRAAT KATILIM BANKASI AŞ’S ARTICLES OF ASSOCIATION THAT ARE TO BE CHANGED.

OLD VERSION

NEW VERSION

Article 6

The nominal value of the company’s capital is TRL 675,000,000.00. This capital is divided into 675,000,000 shares, each of which has a par value of one Turkish lira.

TRL 674,999,996.00 of this amount corresponding to 674,999,996 shares was subscribed to in cash by TÜRKİYE CUMHURİYETİ ZİRAAT BANKASI ANONİM ŞİRKETİ;
TRL 1.00 of this amount corresponding to 1 share was subscribed to in cash by ZİRAAT SİGORTA ANONİM ŞİRKETİ;
TRL 1.00 of this amount corresponding to 1 share was subscribed to in cash by ZİRAAT HAYAT VE EMEKLİLİK ANONİM ŞİRKETİ;
TRL 1.00 of this amount corresponding to 1 share was subscribed to in cash by ZİRAAT TEKNOLOJİ ANONİM ŞİRKETİ;
TRL 1.00 of this amount corresponding to 1 share was subscribed to in cash by ZİRAAT YATIRIM MENKUL DEĞERLER ANONİM ŞİRKETİ.

All of the foregoing amounts were paid in full before the registration date.

Share transfers and establishments of rights thereon shall take place after they have been authorized by the bank’s general assembly of shareholders. Such assignments shall be effected in accordance with the provisions of the Turkish Commercial Code and of other applicable laws, regulations, and administrative provisions.

Shares are registered in the name of their bearers.

The nominal value of the company’s capital is TRL 747,000,000.00. This capital is divided into 747,000,000 shares, each of which has a par value of one Turkish lira.

The entire TRL 675,000,000.00 of the previous capital was paid in cash in a manner free from collusion and unlawful conduct.

The entire 72 million Turkish liras cash increase was subscribed to by T.C. Ziraat Bankası AŞ and was paid before the date of its registration.

The bank’s ownership structure is as follows:

Name	Share amount (TL)	Share percentage	Number of shares
T.C. Ziraat Bankası A.Ş.	746,999,996	99.9999996	746,999,996
Ziraat Sigorta A.Ş.	1	0.0000001	1
Ziraat Hayat ve Emeklilik A.Ş.	1	0.0000001	1
Ziraat Teknoloji A.Ş.	1	0.0000001	1
Ziraat Yatırım Menkul Değerler A.Ş.	1	0.0000001	1
Total	747,000,000	100	747,000,000

Shares are registered in the name of their bearers.