Compliance Opinion on the Annual Report

Convenience Translation of the Auditors’ Report Originally Prepared and Issued in Turkish (See Section 3 Note I)

To the Board of Directors of Türkiye Vakıflar Bankası Türk Anonim Ortaklığı:

We have audited the consolidated balance sheet of Türkiye Vakıflar Bankası Türk Anonim Ortaklığı (“the Bank”) and its financial subsidiaries as at 31 December 2010 and the related consolidated statements of income, cash flows, changes in equity and a summary of significant accounting policies and notes to the consolidated financial statements. We did not audit the financial statements of certain consolidated companies as at 31 December 2010, which statements reflect total assets constituting 4 percent; and total operating income constituting (2.35) percent as at and for the year ended 31 December 2010 of the related consolidated totals. Those statements were audited by other auditors whose reports have been furnished to us, and our audit report, insofar as it relates to the amounts included for those companies is based solely on the reports of the other auditors.

Disclosure for the responsibility of the Bank’s Board of Directors:

The Bank’s Board of Directors is responsible for establishing and maintaining effective internal control over financial reporting to prevent the misstatements caused by error or fraud, that are material to the financial statements; and for adopting sound accounting policies in compliance with the “Regulation on Accounting Applications for Banks and Safeguarding of Documents” published on the Official Gazette no. 26333 dated 1 November 2006, Turkish Accounting Standards, Turkish Financial Reporting Standards and the statements and guidances published by the Banking Regulation and Supervision Agency (“BRSA”) on accounting and financial reporting principles.

Disclosure for the Responsibility of the Authorized Audit Firm:

Our responsibility, as independent auditors, is to express an opinion on these consolidated financial statements based on our audit. Our audit is performed in accordance with the “Regulation on the Assignment and Activities of the Banks’ Independent Audit Firms” published on the Official Gazette no. 26333 dated 1 November 2006 and International Standards on Auditing. We planned and conducted our audit to obtain reasonable assurance as to whether the consolidated financial statements are free of material misstatement. Our audit includes using the audit techniques for the purpose of obtaining evidence supporting the amounts and disclosures in the consolidated financial statements. The selection of the audit techniques is made in accordance with our professional judgment by taking the effectiveness of the controls over financial reporting into consideration and assessing the appropriateness of the applied accounting policies. We believe that our audit provides a reasonable basis for our opinion.

Independent Auditors’ Opinion:

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Türkiye Vakıflar Bankası Türk Anonim Ortaklığı and its financial subsidiaries as at 31 December 2010 and the result of its operations and cash flows for the year then ended in accordance with the accounting principles and standards as per the existing regulations described in Articles 37 and 38 of (Turkish) Banking Law No. 5411 and the statements and guidances published by the BRSA on accounting and financial reporting principles.

Istanbul,                    
Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi

23 March 2011

 

Özkan Genç
Partner

Additional paragraph for convenience translation to English:

As explained in Section 3 Note I, the accompanying consolidated financial statements are not intended to present the financial position and results of operations in accordance with the accounting principles and practices generally accepted in countries and jurisdictions other than Turkey.

 

Declaration of Responsibility

We have examined the Bank’s “2010 Annual Report” and we accept and state that,

Based on the information we possess pursuant to our duties and responsibilities within the Bank, the report does not have any misstatements in material aspects or omissions that may be construed as misleading;

As of the period the report is prepared for, financial statements and other information on financial matters contained in the report honestly and realistically reflect the financial position of the Bank as well as all major risks and uncertainties it is exposed to.

Ahmet CANDAN
Deputy Chairman of the Board of Directors

Serdar TUNÇBİLEK
Member of Audit Committee

Halim KANATCI
Member of Audit Committee 

Süleyman KALKAN
CEO

Metin R. ZAFER
Deputy CEO

N. Ender İMAMOĞLU
Head of Planning and Performance


The Bank’s Board of Directors decided to put into process the following item, which was discussed and resolved at the Board of Directors meeting No. 2521/12 dated 9 March 2011.

“We hereby resolve to present to the General Assembly the 2010 Annual Report that was prepared in regards to Fiscal Year 2010 operations of Türkiye Vakıflar Bankası T.A.O. in accordance with the “Regulation on the Principles and Procedures Regarding the Preparation and Publication of the Banks’ Annual Reports” published in the Official Gazette No. 26333 dated November 1, 2006 and was also approved by the Bank’s Audit Committee.”

BOARD OF DIRECTORS
TÜRKİYE VAKIFLAR BANKASI T.A.O.

 

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