Ownership Structure

As of March 31, 2007, the share capital of VakifBank was TRY2,500 million consisting of 250,000,000,000 shares, each share with a nominal value of TRY0.01. VakifBank is controlled by over 40,000 charitable foundations managed by the Turkish Prime Ministry’s General Directorate of Foundations (the “GDF”). On November, 2005, VakifBank and VakifBank Pension Fund sold, respectively, 27,900,000,000 and 4,300,000,000 Class D common shares of VakifBank in the IPO, representing 21.8% and 3.37%, respectively, of VakifBank’s total shares. Following the IPO, the GDF’s equity interest in VakifBank was reduced from 74.75% to 58.45% of VakifBank’s shares.

Shareholder Structure

Registered shareholdings in VakifBank as of March, 2007 were as follows:

Shareholder	Class of Shares	Number of Shares	% of Class	% of Outstanding Shares	Number Of Shareholders
Foundations managed by GDF	A	1.075.058.639,56	100.00	43,0023	1
Foundations managed by GDF	B	387.719.472,74	98.80	15,5088	1
Non-affiliated foundations	B	3.186.364,44	1.20	0,1275	277
VakifBank Pension Fund	C	402.552.666,42	99.49	16,1021	1
Individual and legal entities	C	1.862.047,98	0.51	0,0745	452
Free float	D	629.620.808,86	100.00	25,1848	-
Total		2.500.000.000,00		100.00	732

Main Shareholders

GDF

The GDF manages foundations owning 58.45% of the shares of VakifBank (43.0% in the form of Class A shares and 15.45% in the form of Class B shares). The GDF was established in 1924 to administer and regulate existing and future Turkish charitable foundations as a governmental entity directly reporting to the Prime Minister. The GDF is a separate legal entity and has its own budget. The GDF was given the authority to establish a bank subject to the Incorporation Law for the purpose of managing the foundations’ revenues and expenses.

Non-Affiliated Foundations

The non-affiliated foundations are independent foundations with separate boards of trustees. They currently hold Class B shares, constituting 0.19% of VakifBank’s equity.

VakifBank Pension Fund

VakifBank Pension Fund has a 16.10% interest in VakifBank’s capital as a Class C shareholder. VakifBank’s employees contribute to VakifBank Pension Fund as opposed to the mandatory social security coverage provided by the governmental Social Security Institution. Therefore it is mandatory for all of VakifBank’s employees to become members of VakifBank Pension Fund.

Other Shareholders

The other shareholders consist of individuals or legal entities who together own 0.08% of VakifBank’s equity as Class C Shareholders and the Class D shareholders that acquired Class D shares of VakifBank in the IPO, which own, in the aggregate, 25.18% of the outstanding shares of VakifBank. None of the Class D shareholders owns more than 5% of the outstanding shares of VakifBank.

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