To the Board of Directors of Ziraat Katılım Bankası A.Ş.

Auditor’s Report on the Board of Directors’ Annual Report within the Scope of Independent Audit Standards

We have audited the annual report of Ziraat Katılım Bankası A.Ş. (the “Bank”) and its consolidated subsidiaries (collectively referred
to as the “Group”) for the period ended 31 December 2016.

Board of Directors’ responsibility for the Annual Report

The Bank management is responsible for the fair preparation of the annual report and its consistency with the consolidated and
unconsolidated financial statements (“financial statements”) which are issued in accordance with the “Regulation on Principles
and Procedures Regarding Preparation and Promulgation of Annual Reports by Banks” published in Official Gazette No. 26333
dated 1 November 2006 and Article 514 of Turkish Commercial Code (“TCC”) No. 6102 and “Banking Regulation and Supervision
Agency (“BRSA”) Accounting and Reporting Legislation” which includes “Regulation on Accounting Applications for Banks and
Safeguarding of Documents” published in the Official Gazette no.26333 dated 1 November 2006, other regulations on accounting
records of Banks published by BRSA, circulars and interpretations published by BRSA, and Turkish Accounting Standards for the
matters not regulated by the aforementioned legislations and for such internal control as management determines is necessary to
enable the preparation of the annual report.

Independent Auditor’s Responsibility

Our responsibility is to express an opinion on whether the financial information in this annual report is consistent with the Bank’s
financial statements and reflects the truth, based on our independent audit of the Bank’s annual report within the scope of
“Regulation on Independent Audit of Banks” published on the Official Gazette No.29314 dated 2 April 2015 and article 397 of the
TCC.

Our independent audit was conducted in accordance with Independent Auditing Standards (“ISA”) that are part of Turkish
Standards on Auditing published by the Public Oversight Accounting and Auditing Standards Authority (“POA”). Those standards
require that ethical requirements are complied with and that the independent audit is planned and performed to obtain reasonable
assurance whether the financial information in the annual report is fairly presented and consistent with the financial statements.