Article 1- An association named "The Bank Association of Turkey" with legal entity and headquartered in Istanbul, has been founded in compliance with the provisions of Article 57 of the Banks Act. No. 3182 among banks, which are already established, or which shall be established in accordance with Turkish Laws, and among banks which are established in foreign countries and are operating or will operate hereafter in Turkey by opening branch offices.

All banks operating in Turkey are obliged to become members of this Association, and to comply with the provisions of this Statute, and to implement the decisions taken by the authorised bodies of the Association, Banks are obliged to apply for membership and submit their latest balance sheets to the Association no later than three months they begin banking operations in accordance with the Article 11 of the Banks Act. No.3182. Membership of banks whose activities cease for any reason whatsoever or that merge with another bank will be cancelled.

The Association is entitled to establish the necessary organisation throughout the country.

Article 2- The purpose of the Association is to facilitate the development of the banking profession in Turkey, and to take and enforce all necessary measures to ensure that banks operate in compliance with the needs of the economy and in professional solidarity, unity, dignity and discipline appropriate to the banking profession, and to guard against all acts of unfair competition.

To accomplish the above stated goals, the Association engages in the following activities:

To take all measures necessary for the development of the banking profession

b) To strengthen the professional solidarity among banks,

c) To take and implement all measures necessary to eliminate unfair competition among its members.

d) To take the necessary initiative in order to represent and to promote Turkish banking both in Turkey and abroad and to provide the the public with clarification and information on banking when necessary,

e) To monitor domestic and foreign banking developments and provide its members and the competent authorities with the information it gathers thereby, to try to identify traditions, practices and customs in the banking profession and to obtain unity of procedures practised in banking transactions,

f) To provide governmental bodies and organisations with advice and professional opinions on matters related with banks and banking,

g) To carry out necessary studies to encourage national savings and to give advice to authorities,

h) To arbitrate or to appoint an arbitrator, upon consent of the concerned parties, with regard to any disputes which may arise between banks.

i) To examine the issues related to wages and social benefits of bank personnel and to give advice to its members.

j) To perform all the duties assigned to it by the Banks Act.

k) To take advisory decisions concerning limits of bank fees and commissions to be collected from clients for the services provided, as well as to take advisory decisions concerning maximum limits and ratios for rates of interest commissions and fees applied to loans and deposits.

Article 3- Banks shall be represented in the Association by either the Chairman of the Board of Directors, the Managing Directors, General Manager or the Acting General Manager. In the case of the absence of such persons due to a reason, an Assistant General Manager may be vested with the authority of representing the bank. However, the duties or the Chairman and the Acting Chairman of the Board of Directors of the Association shall only be executed by the General Manager of the bank elected to fulfil these duties.

Article 4- Organs of the Association consist of the General Assembly, the Board of Directors, the Secretariat General and the Auditors.

Article 5- The General Assembly of the Association consists of the representatives of member banks.

The General Assembly holds its ordinary or extra-ordinary meetings at the headquarters of the Association or at another location to be determined by the Board of Directors.

Ordinary meetings are held in May each year. The Board of Directors determines the place, date, time and the agenda of the meeting and the matters related to the second meeting in the case quorum is not attained. The period of time between the dates of the fist and the second meetings may not, however, be less than one week. The decision of the Board of Directors regarding the above given matters shall be announced to the members, to the Undersecretariat of the Treasury and to the Ministry of Industry and Commerce by registered mail with recorded delivery by the General Secretariat at least fifteen days prior to the first meeting. For the meetings of the General Assembly where elections are to be held, a list indicating member banks and their representatives are also to be submitted in three copies together with a written statement of the decision of the Board of Directors regarding the meeting, to a presiding judge of the election committee appointed by the Higher Board of Elections.

The extra-ordinary meeting shall be held upon the call of the Board of Directors or written application of at least one fifth of the members or when deemed necessary by the auditors. Such meetings shall be announced to the Undersecretariat of the Treasury, the Ministry of Industry and Commerce, and if there will be an election, to the presiding judge of the election committee at least fifteen days in advance as envisaged by paragraph 3 above.

Article 6- Quorum for the meeting of the General Assembly is one half of the number of member banks. If quorum is not obtained at the first meeting. the General Assembly shall be authorised to hold a second meeting and take decisions at this meeting irrespective of the number of the members present.

Article 7- The General Assembly shall discuss only the matters on the agenda. However, upon the request of one tenth of the members present at the meeting, it is obligatory to include other matters in the agendas requested. Decisions shall be taken by majority of votes.

Article 8- The Chairman of the Board of Directors presides over the General Assembly. Also, one of the members present at the meeting shall be elected as the acting chairman and two members shall be elected as the acting chairman and two members shall be elected as secretaries. The minutes and the decisions of the meeting shall be filed after they are signed by the chairman, acting chairman and secretaries.

In the General Assembly meeting where elections are held, the judge to preside over the election committee shall appoint a ballot box chairman and two ballot box members plus one alternate member for each. Voting shall be made according to the principles of balloting and open count. At the end of the election, the results are recorded in memoranda to be signed by the chairman and members of the ballot box. Any objections against elections have to be raised within two days following the date of memoranda and the duly raised objections shall be examined and finally decided by the judge in the same day.

A copy of the decisions shall be sent by registered mail with recorded delivery to the members, the Undersecretariat of the Treasury and the Ministry of Industry and Commerce.

Article 9- Each member present in the meetings of the General Assembly shall have one vote for each 1/1000 units (one per thousand) which is calculated by dividing total assets in the year-end balance sheet of the member bank to total assets of the sector. Members having less than 1/1000 (one per thousand) share in the sector shall have one vote. One vote shall be added for each of the remaining 0.5/1000 (half per thousand) and above shares.

(Paragraph 2 of this Article has been repealed by the Decree No. 94/5894 dated 29.07.1994)

Votes shall be cast in open fashion in the General Assembly. Secret balloting shall be applied only in election and where there is a decision for secret balloting by the General Assembly. The Acting Chairman and secretaries of the General Assembly may be elected by open vote upon the decision of the General Assembly.

Article 10 - Functions of the General Assembly are as follows:

a) To examine and approve the budget and report of the Board of Directors and the Auditors regarding the yearly activities and accounts of the Association.

b) To elect as the Chairman of the Board of Directors one from among the first ten banks in the sector with the highest total assets on the basis of their year-end balance sheets. Each bank shall have one vote in this election,

c) To elect the members of the Board of Directors separately on the basis of the bank groupings per provisions in Article 12,

d) To elect the auditors,

e) To discuss and take necessary decisions on the suggestions and requests of the Board of the Directors regarding the duties and purposes of the Association or regarding such suggestions and requests to be made by the members to the Board of Directors as presented to General Assembly by March of each year and make decisions as to the new activity year,

f) To make suggestions to the Undersecretariat of the Treasury concerning any amendments deemed necessary for the Statute.

Article 11- Decisions taken by the General Assembly are also binding upon members who are not present at General Assembly meeting.

Article 12- The Board of Directors consists of the representatives of thirteen banks.

a) The distribution of members of the Board of Directions according to their bank groupings is given below:

1. 4 members from the group of commercial banks which have the status of a public economic enterprise or of its affiliate or which are founded by special laws.

2. 4 members from the group of six commercial banks, other than above with the highest totals assets in the sector according to their year-end balance sheets.

3. 3 members from the group of banks, which according to their total assets follow in rank the six commercial banks in the sub-paragraph 2 above,

4. 1 member from the group of development and investment banks,

5.1 member from the group of foreign banks having branches in Turkey and of banks with more than 50 percent foreign capital.

Each group elects its representative by secret balloting in the General Assembly and thereby establishes the Board of Directors.

b) Members of the Board of Directors are elected for a term of two years. Members having completed their term of office may be re-elected. If a membership is vacant during a term for any reason whatsoever, the Board of Directors elects one of the banks in the same group to the Board of Directors for a temporary term until the next ordinary General Assembly where the Board membership of such member bank is confirmed. In the event that the General Assembly does not confirm such membership, a new member is elected to complete the remaining term. Members of the Board of Directors do not receive any remuneration.

c) The Board of Directors elects from among its members an Acting Chairman for a term of two years. In the event that the position of the Chairman of the Board of Directors becomes vacant for any reason whatsoever, the Acting Chairman assumes his duties and authorities until the next General Assembly.

d) The Board of Directors convenes whenever the issues concerning the Association thus necessitate, or upon the call of the Secretary General with the aproval of the Chairman of the Board or the Acting Chairman in the case of former's absence. Each member of the Board may, with a written statement, request from the Chairman to invite the Board of Directors for a meeting. The Board of Directors must convene at least once every two months, at the headquarters of the Association or at another place. The Secretary General sends the agenda of the meeting to all the members of the Board and to the auditors. A quorum of at least seven members is required for the Board of Directors to convene. Decisions are taken by majority vote of the members present at the meeting, In the case of a tie, the vote of the party to which the Chairman adheres is preferred.

e) The Board of Directors is the executive body of the Association.

1. The Chairman of the Board of Directors represents the Association and is responsible of the implementation of the resolutions of the Board of Directors.

2. In compliance with the provisions of sub-paragraph (h) of Article 2 of this statute, the Board of Directors is authorised to appoint arbitrators or act as arbitrator if and when necessary.

3. The Board of Directors decides on any delegation of authority concerning signing of documents which put the Association under any legal, contractual or financial obligation.

4. The Board of Directors, by the authority vested with it by Article 82 of the Banks Act No. 3182, also determines and undertakes final judgements with regard to fines to be applied to banks which fail to comply with articles 57,58,59 and 60 of the said Act, as well as with the provisions of this Statute.

Article 13- The Board of Directors appoints the Secretary General and determines his remuneration. The Secretary General prepares reports on the personnel, budget, regulations and activities of the Association and submits them to the Board of Directors for examination and approval.

Accounting, count books and other books shall be approved by, and all correspondences of the Association shall be directed through the Secretariat General.

It is among the duties of the Secretary General to notify the members about the resolutions of the General Assembly and the Board of Directors and to execute these resolutions.

The Secretary General represents the Association on behalf of the Board of Directors vis a vis governmental bodies, courts and third parties, prepares opinions and formulas to be given by the Association in compliance with the provisions of the Bank Act No. 3182 and submits these to the Board of Directors for approval.

Article 14-

a) The General Assembly elects as auditor for a term of two years one member from each of the groups of banks given in sub-paragraph (1), (2) and (3) of paragraph (a) of Article 12, which are not represented in the Board of Directors.

Auditors are elected by secret balloting and may be re-elected at the end of their them. Auditors do not receive any remuneration for their services.

In the event of vacancy in the position of auditor due to any reason whatsoever, the other auditors elect one of the banks in the same group as auditor to be on duty until the next ordinary General Assembly.

b) Auditors present the results of the activities of the Association in a joint report after examining all accounts and transitions prior to the annual meetings of the General Assembly.

The auditors, if they wish, may participate in the meetings of the Board of Directors without the right to vote and may demand those issues they deem necessary to be included in agenda of the Board of Directors.

Article 15- the fiscal year of the Association consists of a term of 12 months starting on July 1st of each year.

Expenses estimated in the budged approved by the General Assembly shall be allotted to each member pro rata their voting rights given in Article 9 of this Statute.

Each member is obliged to deposit the portion of expenses allotted it in a special account at the Central Bank of the Republic of Turkey within the month of June.

Contributions collected in advance for expenses shall not be refunded in case of dismissal due to legal compulsion from the membership to the Banks Association of Turkey.

Article 16- Revenues of the Association are obtained from the following resources:

Expense allotments calculated pro rata the number of votes of each member determined on the basis of Article 9 above according to Article 60 of the Banks Act.

b) Membership Enrolment Fee as determined by the Board of Directors and to be paid for one time only.

c) Annual subscription to be determined by the General Assembly pro rata the number of votes.

d) Income surplus carried forward from the previous year.

e) All kinds of donations.

f) Miscellaneous revenues.

Article 17- Upon the resolution of the Board of Directors, the Association may acquire and utilise any real estate necessary for the accomplishment of its objectives.

Article 18- The Association keeps the books specified below:

a) Enrolment book of members,

b) Journal voucher, general ledger and other auxiliary account books,

c) Incoming and out going documents book,

d) Other necessary books.

The signed copies of the minutes and resolutions of the General Assembly and the Board of Directors and also the outgoing documents shall be preserved in separate files in numerical and chronological order and bound at the end of each year.

XI. SANCTIONS

Article 19- The Savings Deposit Insurance Fund is to be notified about all fines adjudged in compliance with the sentence (4) of sub-paragraph (e) of the first paragraph of Article 12 of this Statute due to acts contravening Articles 57, 58, 59 and 60 of the Banks Act No. 3182, which are then collected in accordance with Article 66 of the said Act.

XII. FINAL PROVISIONS

Provisional Article 1- Expense allotments estimated in the budget of the Association for the year 1985 are re-calculated on the basis of the voting rights determined in accordance with Article 9 and the payments that have already been made are adjusted accordingly.

Provisional Article 2- For the term 1.1.1986-30.6.1996 an interim budget not exceeding one half of the 1985 budget is prepared by the Board of Directors. Expensive for this period are allotted to the members pro rata their voting rights.

The interim budget is submitted to the first ordinary General Assembly for approval.

Provisional Article 3- Members of the Board of Directors in office as of the date of enforcement of this Statute shall continue their services until the next General Assembly meeting where the structure of the Board of Directors shall be adapted to the provisions of Article 12/a of this Statute.

Article 20- The Statute of the Banks Association of Turkey put into effect by the decision of the Council of Ministers dated 06.04.1981 has been repealed.

Article 21- This Statute enters into force on the date of its publication in the Official Gazette.

Provisional Articles of the Decree No. 94/5894 dated 29.07.1994

Provisional Article 1- Calculation of expense allotments in accordance with the Article 9 shall be implemented starting from 1995-1996 fiscal year.

Provisional Article 2- The extra-ordinary General Assembly shall convene within 60 days following the promulgation of this Statute to elect the members of the Board of Directors and the Auditors in accordance with the provisions of this Statute.

Provisional Article 3- Transfer of the headquarters of the Association from Ankara to Istanbul shall be completed by 31.12.1994.

Articles regarding effectiveness and enforcement of the Decree No. 94/5894 dated 29.07.1994 are as follows:

Article 11- All Articles of this Decree shall become effective upon promulgation, other than the Article 3 thereof, which shall become effective on 01.07.1993.

Article 12- This Decree shall be enforced by the Minister under whom the Undersecretariat of the Treasury reports.