Profit Distribution Proposal for 2010 and Profit Distribution Policy

At its meeting dated 9 March 2010, the Bank’s Board of Directors reached the following resolution:

1. To submit the following actions for the approval of the General Assembly of Shareholders:

To distribute TL 1,157,140,303.85, calculated by subtracting TL 13,314,631.00 of non-distributable net income from deferred tax assets from  TL 1,143,825,672.85 of balance sheet profit from 2010 operations, in accordance with Article 9 of the Bank’s Charter Act and with Article 84 of the Bank’s Articles of Incorporation, as presented in the appended profit distribution table,

To transfer TL 78,357,885.21 that was booked as an expense and set aside to be paid to the employees, pursuant to Article 9/D of the Bank’s charter act (Law No. 6219) and Article 84/C of VakıfBank’s Articles of Incorporation, to the related account to be paid to the Bank’s employees as their share of the profit,

To transfer TL 2,530,709.42, which is 75% of the TL 3,374,279.22 in proceeds received from the sale of subsidiaries and real estate properties disposed of during 2010, to be tracked in a special liability-side reserve account pursuant to Article 5/1-e of the Corporate Tax Law No. 5520.

At its meeting dated 4 March 2010, the Bank’s Board of Directors made the following decision:

Our Profit Distribution Policy: “The profits remaining after the subtraction of deferred tax asset income distribution of which is prohibited by laws and regulations and after the application of Article 9 of the Bank’s charter act (Law No. 6219) and of paragraphs (a), (b), and (c) of article 84 of the Bank’s Articles of Incorporation shall be distributed according to the principles set forth in the proposal made by the office of the CEO and approved by the Board of Directors, and in accordance with regulations of the Capital Markets Board (CMB) and the Banking Regulation and Supervision Agency (BRSA) and other laws and regulations while also taking into account the Bank’s capital adequacy ratio, overall economic environment and outlook for the future.

2010 Profit Distribution Table

Balance Sheet Profit

1,157,140,303.85

Deferred Tax Assets (-)

13,314,631.00

Distributable Net Profit

1,143,825,672.85

I- Legal Reserves

114,382,567.28

   1. First Legal Reserves (Turkish Commercial Code 466/1)

57,191,283.64

   2. Legal Reserves set aside as per the Bank’s Charter Act and Articles of Incorporation

57,191,283.64

II- Profit Distributable to Shareholders

1,029,443,105.57

III- Special Reserves

2,530,709.42

IV- Extraordinary Reserves (The Bank’s Charter Act 9/E)

992,597,625.96

V- Dividend to be Paid to Shareholders

34,314,770.19

(*) In 2010, personnel dividend share in the total amount of TL 78,357,885.21 was written off by setting aside a provision and net profit was recorded as TL 1,157,140,303.85.

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