Notice of AGM

Ordinary Annual General Meeting to be Held on 29.03.2013

As per the resolution of the Board of Directors dated 06.03.2013, it is decided that the Ordinary Annual General Meeting of Turkiye Is Bankasi A.S. will be held on Friday, 29th March 2013, at 14:00 p.m. at Headquarters / Auditorium building at Is Kuleleri, 34330 -Levent/ Istanbul.

Following agenda will be discussed during the meeting.

Agenda of the Annual General Meeting

1. Opening Ceremony, establishment of the Chairmanship Council and authorization of the Chairmanship Council to sign Minutes of the General Meeting,

2. Presentation of and discussion on the Board of Directors', Auditors' and Independent Auditors' Reports,

3. Examination and ratification of 2012 Balance Sheet and Income Statement,

4. Discharge of the Board of Directors from their responsibilities for the transactions and accounts of the year 2012,

5. Discharge of the Auditors from their responsibilities for the transactions and accounts of the year 2012,

6. Determination of the dividend distribution and the method and date of allotment of dividends,

7. Election of the Independent Member of the Board of Directors,

8. Determination of the allowance for the members of the Board of Directors,

9. Ratification of the Internal Directive of the Annual General Meeting,

10. Ratification of the selection of the Independent Audit Company,

11. Permitting the members of the Board of Directors as per articles 395 and 396 of the Turkish Commercial Code,

12. Presenting information to shareholders about the donations made during the year 2012 and determining the upper limit of donations,

13. Presenting information to shareholders about the Remuneration Policy,

14. Amendment of the articles 12, 23, 24, 32, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 53, 54, 56, 57, 65, 66 and 67 of and addition of the articles 68 and 69 to Isbank's Articles of Incorporation.

Please find below the Proxy Statement.

PROXY STATEMENT

Turkiye Is Bankasi A.S.

I, hereby designate …………….. as my representative, authorized to represent me, propose, vote and sign the necessary documents on my behalf in line with the instructions given below, at the ordinary/extraordinary Shareholders' Meeting of Turkiye Is Bankasi A.S. to be held on…..(date)…… at……….(time)………… in……………(place)…….. 

A) SCOPE OF REPRESENTATION

a) The proxy is authorised to vote for all the topics in the agenda in line with his own opinion. 

b) The proxy is authorised to vote for the topics in the agenda in accordance with the below instructions. 

Instructions (Special instructions shall be written) 

c) The proxy is authorised to vote in line with the suggestions of the management of the corporation. 

d) In issues that may emerge in the meeting, the proxy is authorised to vote in line with the below instructions. (If there is no instruction, the proxy shall vote freely)

 Instructions (Special instructions shall be indicated)

 B) INFORMATION ABOUT THE SHARE OWNED BY THE SHAREHOLDER 

a) Group and serial number,

b) Number,

c) Quantity - Nominal Value,

d) Whether they have voting privileges,

e) Whether they are in registered or in bearer form 

NAME SURNAME OR TITLE OF THE SHAREHOLDER

SIGNATURE

ADDRESS 

Notes: 

1- In Section A, one of the options indicated in (a), (b) or (c) shall be chosen. Explanations shall be made for the options (b) and (d).

2- The proxy must obtain an "entrance card" from Türkiye İş Bankası A.Ş. in order to join the Annual General Meeting. 

3- On the day of the General Meeting, along with the proxy statement prepared by the shareholder and the "entrance card", the proxy should submit certified signature circular of the shareholder and apostille of the authority that certifies the circular. If the signature of the shareholder on the proxy statement is certified by an authority of that country such as notary public, such certification should be accompanied by the Apostille of the Hague Convention which legalises that certification. 

4- If the shareholder is a natural person living abroad, proxy statement can be certified by the Turkish Consulate of that country.