Management

• VakifBank in Brief
• History
• Mission, Vision and Targets
• Ownership Structure
• Management
• Subsidiaries
• Anti Money Laundering
• USA Patriot Act Certification
• Act&Articles of Association
• Corporate Governance
• Ethical Principles

VakifBank is managed by its Board of Directors and its General Manager. The articles of association of VakifBank provide for the Board of Directors to have nine members appointed for a term of three years. Pursuant to recent changes made by Law No. 5387, the breakdown of the Board of Directors of VakifBank is determined according to its articles of association, except that one member of the Board (who is also the General Manager of VakifBank) is appointed by the Prime Minister to represent the GDF.

Pursuant to VakifBank’s articles of association, the Class A shareholders, Class B shareholders and Class C shareholders are entitled, respectively, to five, one and three representatives in the Board of Directors. Class D shareholders do not have direct board representation. In addition to the Board member appointed by the Prime Minister, three representatives of the Class A shareholders are currently nominated by GDF as the only Class A shareholder. The remaining representative of the Class A shareholders in the Board of Directors is an independent member elected by the General Assembly.

As the majority Class B shareholder, GDF further currently may appoint the representative of the Class B shareholders in the Board of Directors. The decision regarding the Board members to be appointed by GDF is taken at a meeting of the Board of Directors of GDF, which is in turn comprised of members appointed by the government. Two of the three representatives of the Class C shareholders in the Board of Directors are nominated by the majority of the Class C shareholders, currently VakifBank Pension Fund, while the other representative is an independent member elected by the General Assembly. The independent director shall be elected by the General Assembly from amongst the candidates nominated by the shareholders, however in nominating this candidate, choices of Class D Shareholders shall be given priority. Current board members were appointed by the general assembly dated March 31, 2006 and will remain as such until March 31, 2009, unless they are removed earlier by such general assembly. The following table sets out the current members of the Board of Directors, the date of their initial appointment to the Board and expiration date of their current term:

Yusuf Beyazit - Chairman

Yusuf Beyazit, Chairman. Mr. Beyazıt, 44, graduated from University of Ankara, Faculty of Law. He holds an M.Sc. in Public Administration from the Turkish Institute of the Middle East Public Management. His recent posts were counselor for the Prime Minister of Turkey and General Manager of the GDF. He was appointed to the Board in March 2003 and became the Chairman of the Board in April 2004.

Bilal Karaman - Board Member

Bilal Karaman, General Manager. Mr. Karaman, 48, graduated from Marmara University, Faculty of Management. He has worked for VakifBank in various departments and positions since 1977. Mr. Karaman was appointed to the Board in April 2004. Prior to his appointment to the Board, he was the Director of the Regional Directorate of Halkbank in Istanbul. He was appointed as the General Manager of VakifBank in June 2005.

Serdar Tunçbilek - Board Member

Serdar Tunçbilek. Mr. Tunçbilek has been a member of the Board of Directors in the Bank since 24.07.2007.Previously, he worked at different positions in Emlak Bankası, Egebank and served as Group Coordinator at Savings Deposit Insurance Fund (SDIF).Serdar TUNÇBİLEK is a graduate of the Faculty of Political Science at Ankara University and is the member of Bank's Audit Committee.

Hasan Özer - Board Member

Hasan Özer. Mr. Özer, 52, graduated from A.I.T.I.A., Faculty of Economics, Banking and Insurance. He joined VakifBank in 1984 as an associate on the Board of Auditors and has worked in various departments and positions. He has worked as the General Manager and Chairman of Vakif Gayrimenkul Yatırım Ortaklığı A.S., Vakif Real Estate Investment Trust Company I.C. and he was appointed to the Board in February 2003.

Sabahattin Birdal - Board Member

Sabahattin Birdal. Mr. Birdal graduated from Istanbul University, Faculty of Economics.Having served as a branch manager at VakifBank, he worked in various positions at other financial institutions.He was appointed as Member of Board of Directors on March 21, 2008.

Ragip Dogu - Board Member

Ragip Dogu. Mr. Doğu, 55, graduated from Ankara Academy of Economics and Commercial Sciences, Faculty of Foreign Trade. He has held a variety of positions since 1980 in Pamukbank T.A.Ş. (“Pamukbank”) and Oyakbank. His most recent position was Advisor to the General Manager at Hızıroğlu Holding A.Ş. He was appointed to the Board in April 2005.

Ramazan Gunduz-Board Member

Ramazan Gunduz. Mr. Gunduz, 57, graduated from A.I.T.I.A, Business Administration. He joined Vakifbank in 1977 and worked in various departments and positions. He has worked as General Manager of Vakif Financial Leasing and Vakif Real Estate Investment and he was appointed to the Board in April 2009.

Ismail Alptekin-Board Member

Ismail Alptekin.Mr. Alptekin, 66, graduated from Istanbul University, Faculty of Law. He worked at various institutions and positions such as Ankara Bar Association, The Scientific and Technological Research Council of Turkey (TUBITAK) ,TGNA and Ankara Metropolitan Municipality. He was assigned as Board member in April 2009.

Halim Kanatçı-Board Member

Halim Kanatçı. Mr. Kanatçı, 54,graduated from I.T.I.A, Business Administration. Prior to joining Vakifbank, he worked for various banks, Maltepe University, Maltepe Municipality and Marmara Education and Health Institution in various departments . He was appointed as Member of Board of Directors on April 28, 2009.

Execuite Vice President

In June 2005, Mr. Bilal Karaman was appointed as VakifBank’s General Manager. The Assistant General Managers and their areas of responsibility are as follows:

Tanju Yüksel - International Banking and Investor Relations

Tanju Yüksel. Mr. Yüksel, 48, graduated from Middle East Technical University, School of Business Administration. He joined VakifBank in 2000. Prior to joining VakifBank, he worked for Citibank for 16 years in various positions, including seven years as a senior relationship manager responsible for financial institutions in Turkey. Mr. Yüksel has been an Assistant General Manager of VakifBank since May 2000 and is responsible for International Banking & Investor Relations.

Sahin Ugur - Support Services

Sahin Ugur. Mr. Uğur, 49, graduated from Erzurum Ataturk University, Faculty of Economics and Administrative Sciences. He joined VakifBank in 1984 as an officer and has served in various positions. In August 2004, he was appointed as Assistant General Manager of VakifBank. He is currently responsible for Investment Banking and Subsidiaries & Affliates.

Feyzi Özcan - Retail Banking, Personal Loans, Pension Fund, Regional Directorates, Distribution Channels

Feyzi Özcan. Mr. Özcan, 46, graduated from Gazi University, Faculty of Economics and Administrative Sciences in Ankara. He joined VakifBank in 1989 as an associate on the Board of Auditors and has worked in various departments of VakifBank. In September 2005 he was appointed as Assistant General Manager. He is responsible for IT, Retail Banking and the branches & the regional directorates.

Metin Recep Zafer - Planning and Performance, Accounting and Financial Affairs,Subsidiaries and Investment Banking, Human Resources

Metin Recep Zafer. Mr. Zafer, 36 graduated from Gazi University and Marmara University, Faculty of Economics and Adminsitrative Sciences and has a Ph.D. from Marmara University in Banking and Insurance. Mr. Zafer joined VakifBank as an Assistant General Manager on June 13, 2006. Prior to joining VakifBank, Mr. Zafer was managing the Financial Control Division of Zıraat Bank. Mr. Zafer is responsible for Financial Affairs, Accounting and Planning & Organization.

Birgul Denli - Treasury

Birgul Denli. Ms. Denli, 36 graduated from ODTU (Middle East Technical University), Faculty of Science and Literature and has a post-graduate degree from London Metropolitan University. Ms. Denli was appointed as an Assistant General Manager at VakifBank on June 15, 2006. Prior to joining VakifBank, Ms. Denli worked for Yapi Kredi Bank, Iktisat Bank, Maddox Fiannacial Services Ltd, Citigroup (SSSB) and VakifBank International AG in various positions. Ms. Denli is responsible for Treasury.

Dogan Pence. Mr. Pençe, 38 graduated from Istanbul University, Faculty of Political Sciences. Mr. Pence was appointed as an Assistant General Manager at VakifBank on June 7, 2006. Mr. Pence joined VakifBank in 1991 and prior to his appointment as Assistant General Manager, he served as the Head of Commercial Loans Department. Mr. Pence is responsible for Commercial Banking, Legal Entities and NPL Recoveries.

Mehmet Kürşat Demirkol - IT and Operations, Treasury anf Foreign Operations

Mehmet Kürşat Demirkol. Mr. Demirkol graduated from Bilkent University, Department of Electrical and Electronics Engineering and has a Phd in Electrical Engineering from Stanford University. After joining VakifBank as Head of IT in July 2007, he was appointed as Assistant General Manager on 30.11.2007.Prior to joining VakifBank, he had worked for various banks and companies in various positions in Turkey and abroad.

İhsan Çakır - Corporate and Commercial Banking, Corporate Communication, Payroll Marketing

İhsan Çakır. Mr. Çakır graduated from Anadolu University, Faculty of Economics and Administrative Sciences and has a post-graduate degree in Business Management from Istanbul University.He joined VakifBank on 30.11.2007 as Assistant General Manager, prior to that he had worked at Garanti Bank and its subsdiaries in various positions.

Mehmet Cantekin - Loans Follow-up

Mehmet Cantekin. Mr. Cantekin graduated from Ankara University, Faculty of Political Sciences and has a post-graduate degree in Accounting from Illinois University.He joined VakifBank as Assistant General Manager on 27.12.2007. Before joining VakifBank, he had worked for in various banks and public institutions including BRSA.

Ömer Elmas - Legal Affairs

Mr. Elmas, 32 graduated from Istanbul University, Faculty of Law, and has a post-graduate degree in Special Law from Kocaeli University. He has been studying for PHD on Private Law. He joined Vakifbank in 2006 as Legal Chief Counsel and assigned as Assistant General Manager on 05.01.2009. He is currently responsible for Legal Affairs. Prior to joining Vakifbank, he worked for various companies in management positions.