THE ANNOUNCEMENT TEXT REGARDING THE MERGER OF FORTIS BANK ANONİM ŞİRKETİ INTO

TÜRK EKONOMİ BANKASI ANONİM ŞİRKETİ BY WAY OF ACQUISITION

CAPITAL MARKETS BOARD APPROVAL OF THIS MERGER HAS BEEN GRANTED WITH THE
RESOLUTION DATED 21/12/2010 AND NUMBERED 37/1145 PRIOR TO THE GENERAL ASSEMBLY
MEETINGS OF THE PARTIES TO THE MERGER. HOWEVER, THESE APPROVALS CANNOT BE
DEEMED AS AN OFFICIAL GUARANTEE OF THE MERGER BY THE BOARD OR PUBLIC.

TÜRK EKONOMİ BANKASI A.Ş. SHALL APPLY FOR REGISTRATION OF THE SHARE CERTIFICATES
THAT SHALL BE ISSUED UPON THE CAPITAL INCREASE FOR FORTIS BANK A.Ş. SHAREHOLDERS,
DUE TO THE MERGER, FOLLOWING THE APPROVAL OF MERGER AGREEMENT IN GENERAL
ASSEMBLY MEETINGS.

PURSUANT TO THE PROVISIONS OF TURKISH COMMERCIAL CODE, SHAREHOLDERS ARE

ENTITLED TO ATTEND AND VOTE IN THE MERGER GENERAL ASSEMBLIES REGARDING MERGER.

A) OPINIONS OF OTHER PUBLIC INSTITUTIONS WITH REGARDS TO MERGER

1. OPINION OF THE COMPETITION BOARD

The decision of the Competition Board dated 2 December 2010 and numbered 10-75/1540-594 states that
pursuant to Article 19 of the Banking Law numbered 5411, merger of Fortis Bank A.Ş. into Türk Ekonomi
Bankası A.Ş. does not fall under the scope of the Law 4054 on the Protection of Competition.

2. OPINION OF BANKING REGULATION AND SUPERVISION AGENCY

Pursuant to the Banking Regulation and Supervision Agency’s prior approval letters dated 22 September
2010 and numbered B.02.1.0.11.00.00.41.1.19101, commencement of merger of Fortis Bank A.Ş. into Türk
Ekonomi Bankası A.Ş. by dissolution without liquidation with it’s all rights, debts and obligations is approved.

Once the final approval for the merger is granted by BRSA, it shall be disclosed in KAP.

B) INFORMATION ON THE SHAREHOLDERS

1. INTRODUCTION

a. Transferee

Trade Name Türk Ekonomi Bankası A.Ş.

Address Meclis-I Mebusan Cad. No:57 Fındıklı 34427
Istanbul
Trade Registry, Trade Registry Number and Istanbul Trade Registry Number 189356, 4 June
Registration Date 1927
Term Nonexpiry
Subject of Activity Banking Activities

b. Transferor

Trade Name Fortis Bank A.Ş.

Address Yıldız Posta Caddesi No: 54 Gayrettepe 34353
Istanbul
Trade Registry, Trade Registry Number and Istanbul Trade Registry Number 86690-30962, 9
Registration Date April 1964
Term Nonexpiry
Subject of Activity Banking Activities

2. INFORMATION ON ISSUED SHARE CAPITAL AND SHARES

a. Transferee (Türk Ekonomi Bankası A.Ş.)

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 1. Registered capital ceiling: 1.400.000.000,- TL
2. Issued Capital: 1.100.000.000,- TL
3. Distribution of the paid capital between shareholders as for the latest status
Shareholder’s Trade Name/ Name Surname Capital Share
Capital Amount Shareholding Percentage
(TL) (%)
TEB Mali Yatırımlar A.Ş. 926.796.305,37 84,25
Public 171.965.904,34 15,63
Other 1.237.790,29 0,12
TOTAL 1.100.000.000,00 100.00

4. Real persons and legal entities who indirectly hold shareholding in companies
Shareholder’s Trade Name/ Name Surname Capital Share
Capital Amount Shareholding Percentage
(TL) (%)

TEB Mali Yatırımlar A.Ş. 1

Capital Amount (TL) Class of Shareholding
Shares Percentage (%)
Hasan Tevfik ÇOLAKOGLU 61.392.066 (A) 12,28
Henza ÇOLAKOGLU 15.348.013,75 (A) 3,07
Mehmet ÇOLAKOĞLU 23.022.020,625 (A) 4,605
Iman ÇOLAKOĞLU 23.022.020,625 (A) 4,605
Çolakoğlu Metalurji A.Ş. 126.695.221 (A) 25,34
Denak Depoculuk ve Nakliyecilik A.Ş. 520.658 (A) 0,10
BNP Paribas Fortis Yatırımlar Holding A.Ş. 250.000.000,00 (B) 50,00
TOPLAM 500.000.000,00 100,00

Çolakoğlu Metalurji A.Ş.

Capital Amount (TL) Shareholding Percentage
(%)
Hasan Tevfik ÇOLAKOĞLU 6.915.391,090 31,4336
Mehmet ÇOLAKOĞLU 4.573.271,65725 20,7876
İman ÇOLAKOĞLU 4.573.271,65725 20,7876
Other 5.938.065,5955 26,9912
TOTAL 22.000.000 100,00

BNP Paribas Fortis Yatırımlar Holding A.Ş.

Capital Amount (TL) Shareholding Percentage
(%)
Fortis Bank SA/NV 49.996 99,992
Other 4 0,008
TOTAL 50.000 100,00

FortisBank SA/ NV
Capital Amount (EUR) Shareholding Percentage
(%)

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Currently the share capital of the company is divided into two classes: (A) and (B); and the company is under the joint
control of the shareholders. Classes will be removed upon merger, and the joint control over the company will continue.

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BNP Paribas SA 7.024.596.360,69 74,93
Société Fédérale de Participations et 2.343.719.591,85 25,00
d’Investissement (“SFPI”)
Other 6.562.414,86 0,07
TOTAL 9.374.878.367,40 100,00
 
BNP Paribas SA
Shareholding Percentage 2
(%)
SFPI 10,70
AXA S.A. 5,16
GRAND DUCHE DU LUXEMBOURG 1,08
PUBLIC 83,06
TOTAL 100,00

4. Privileges on the share certificates representing the capital and the status of current privileges

Türk Ekonomi Bankası A.Ş.’s capital is not divided into groups and it does not include privileged shares or
non-voting shares.

5. Declaration regarding redeemed share certificates, bonds, and similar debt instruments between
shares representing the capital, if any.

There are 125 founder certificates in Türk Ekonomi Bankası A.Ş. which were issued at the time of
establishment in 1927. The holders of 125 founder certificates in Türk Ekonomi Bankası A.Ş. shall not be
affected by the merger transaction and shall continue to enjoy their granted rights under Article 5 and 52 of
the Articles of Association of Türk Ekonomi Bankası A.Ş.

In 2007, Türk Ekonomi Bankası A.Ş. issued bonds with a nominal value of USD 100,000,000 (hundred
million United States Dollars) as per Article 7 of the Regulation on the Equities of the Banks published at the
Official Gazette dated November 1,2006. International Finance Corporation ("IFC") has stated in its letter
dated December 6, 2010, to Türk Ekonomi Bankası A.Ş. that the merger would not trigger any termination
due to event of default under the provisions of the bonds having a nominal value of U.S. $100,000,000
issued by Türk Ekonomi Bankası A.S. on July 31, 2007. The holders of these bonds shall not be affected by
the merger transaction and continue to enjoy their granted rights under the same terms and conditions.

b. Transferor (Fortis Bank A.Ş.)

1. Registered capital ceiling: 3.000.000.000,- TL

2. Issued Capital: 1.050.000.000,- TL
3. Distribution of the paid capital between shareholders as for the latest status
Shareholder’s Trade Name/ Name Surname Capital Share
Capital Amount Shareholding Percentage
(TL) (%)
Fortis Bank SA/NV 988.169.378,89 94,11
Public 61.830.621,11 5,89
TOTAL 1.050.000.000,00 100,00

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The shareholding structure of BNP Paribas SA is calculated semi-annually. The numbers stated above reflect the
shareholding structure as of 30 June 2010.

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4. Real persons and legal entities who indirectly hold shareholding in companies
Shareholder’s Trade Name/ Name Surname Capital Share
Capital Amount Shareholding Percentage
(TL) (%)

FortisBank SA/ NV
Capital Amount (EUR) Shareholding Percentage
(%)
BNP Paribas SA 7.024.596.360,69 74,93
Société Fédérale de Participations et 2.343.719.591,85 25,00
d’Investissement (“SFPI”)
Other 6.562.414,86 0,07
TOTAL 9.374.878.367,40 100,00
 
BNP Paribas SA
Shareholding Percentage 3
(%)
SFPI 10,70
AXA S.A. 5,16
GRAND DUCHE DU LUXEMBOURG 1,08
PUBLIC 83,06
TOTAL 100,00

4. Privileges on the share certificates representing the capital and the status of current privileges

Capital of Fortis Bank A.Ş. is not divided into groups and it does not include privileged shares or non-voting
shares.

5. Declaration regarding redeemed share certificates, bonds and similar debt instruments between
shares representing the capital, if any.

It does not include redeemed share certificates, bonds and similar debt instruments.

3. INFORMATION ON MERGER BY WAY OF ACQUISITION

a) Reason for the Merger

Since February 2005, BNP Paribas and the Çolakoglu Group have been the controlling shareholders of TEB
through TEB Mali Yatırımlar A.Ş. In May 2009, by acquiring the control over Fortis Bank SA/NV, BNP
Paribas SA indirectly acquired the control over Fortis. On 3 June 2010, the controlling shareholders of TEB
and Fortis entered into a Memorandum of Understanding regarding the merger of TEB and Fortis under
TEB. On July 12, 2010, the Boards of Directors of TEB and Fortis resolved to make the necessary
arrangements for the merger of TEB and Fortis by way of acquisition. The merger will combine the two
banks, that are already part of the BNP Paribas Group, and accordingly the aim is to reach significant size,
improved efficiency and profitability and create a major player in the Turkish banking sector as well as a
platform for future growth and increase in market share whilst better serving the customers of both banks.
b) Court Expert Report

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The shareholding structure of BNP Paribas SA is calculated semi-annually. The numbers stated above reflect the
shareholding structure as of 30 June 2010.

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An expert report based on financial statements of the merger reflecting the distribution of capital and shares
is submitted to Istanbul 10th Commercial Court on 24 November 2010, under the case No.2010/673/D.İŞ.
The said expert report briefly include the following information:

The following methods have been used in the report of the experts appointed by the Istanbul 10th
Commercial Court, regarding the determination of Merger Ratio and Exchange Ratio.

• Equity Method
• Income Approach
• Market Approach

In case the Banks agree on giving 50% weight to Discounted Dividend Method, 35% weight to Market
Multiples Method and 15% weight to Equity Method; the merger ratio, the capital after the merger and the
capital increase amount in TEB are calculated as follows: (million TL)

Merger ratio 49,90%

Capital after the merger 2,204

Capital increase amount 1,104

Exchange ratio 1.052

c) Expert Institiution Report

The following methodologies have been used in the report of Ernst Young Kurumsal Finansman Danışmanlık
A.Ş. regarding the determination of Merger Ratio and Exchange Ratio.

Equity Method
Income Approach Method
Market Approach Method

After the issuance of June 30, 2010 financial statements, on which expert instution’s valuation study is based
on, the following subsequent events have occurred as stated in the Special Purpose Proforma Financial
Information and Auditors Reports issued by DRT Bağımsız Denetim ve Serbest Muhasebe Mali Müşavirlik
A.Ş. (A member of Deloitte International) dated October 26, 2010 for TEB and November 10, 2010 for Fortis.
The effects of these subsequent events are considered in the expert institution’s report. These events are
summarized below:

Subsequent events regarding TEB:

ƒ The sale of 90% of the shares of TEB Leasing to Fortis Finansal Kiralama A.S. and Fortis Lease
Group SA for a consideration of TRY 113.4 million on July 12, 2010 4 resulted in a net capital gain
effect of TRY 16.8 million.

ƒ The insurance agreement signed with Cardif Hayat Sigorta and Fortis Emeklilik ve Hayat A.S. on
October 18, 2010 for a total amount of TRY 180 million. The payment has been collected by TEB.
The gross agreement amounts are adjusted for corporate tax, stamp tax and witholding tax. The
resulting net insurance agreement fee is calculated as TRY 136 million.

4
This is the execution date of the agreement.

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 ƒ The dividend distribution decision adopted in the extraordinary general meeting of shareholders of
TEB dated October 19, 2010 amounting TRY 207 million.

Subsequent events regarding Fortis:

ƒ The insurance agreement signed with Cardif Hayat Sigorta and Fortis Emeklilik ve Hayat A.S. on
October 18, 2010 for a total amount of TRY 180 million. The payment is due in three days following
the announcement of the merger between Fortis and TEB in the Official Gazette. The gross
agreement amounts are adjusted for corporate tax, stamp tax and witholding tax. The resulting net
insurance agreement fee is calculated as TRY 136 million.

ƒ Fortis has signed on October 4, 2010 a preliminary agreement with Zurich Insurance, with a view to
concluding an agreement 5 for the exclusive right to distribute Non-Life Insurance products through
its banking network. With this agreement, Zurich Insurance will assign the Bank as its insurance
bank agency and the Bank will receive an amount of TRY 40 million three days following the
announcement of the merger between Fortis and TEB in the Official Gazette. This agreement will
have a term of 10 years, 5 years of which are subject to certain conditions being met. The final
agreement has not been signed as of the report date. The Bank management expects the final
agreement to be signed by year end 2010. The gross amount is adjusted for corporate tax, stamp
tax and withholding tax. The net fee is calculated as TRY 30.2 million.

The net effect of the agreements stated above to the financial statements of Fortis is a cash injection in the
amount of TRY 166.2 million.

On the basis of such valuation methodologies, the Merger Ratio and Exchange Ratio for the merger of TEB
and Fortis have been determined as follows:

Valuation Results

(million TL) Equity Discounted dividend Market multiples

Share value
TEB 1,858 2,186 2,133
Fortis 1,943 2,324 1,939
Capital after merger 2,250 2,269 2,100
Capital increase amount 1,150 1,169 1,000
Exchange ratio 1.095 1.114 0.953
Merger ratio 48.9% 48.5% 52.4%
Shareholding structure after the merger

TEB 1,100 1,100 1,100

Fortis 1,150 1,169 1,000

The expert has assigned different weights to each method used in their study. The weights are assigned
based on the following reasons:

DDM: Due to the fact that DDM method reflects the potentials of the banks and it is entity specific, this
method is used as the main valuation method and weighted with 50% in our calculation.

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This agreement is signed on 21 December 2010.

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 Trading Multiples Method: This method reflects the market expectations; however it is not company
specific. Due to this fact, market multiples method is used as the secondary approach and is allocated a 35%
weight in our calculations.

NAV Method: The lowest weight (15%) is allocated to NAV as it is static and does not reflect the potentials
of the banks.

Based on the methodologies used and weights assigned the share exchange and merger ratio are
calculated as follows by the expert company.

Weighted Results

(million TL) Equity Discounted dividend Market multiples

Merger ratio 48.9% 48.5% 52.4%
Post merger capital 2,250 2,269 2,100
Capital increase amount 1,150 1,169 1,000
Exchange ratio 1.095 1.114 0.953

Method weight 15% 50% 35%

Result

Merger ratio 49.90%

Post merger capital 2,204

Capital increase amount 1,104
Exchange ratio 1.052

d) Method taken as a basis for the Merger, Merger Ratio and Exchange Ratio

1. Method

The merger ratio calculated by giving 50% weight to Discounted Dividend Method, 35% weight to Market
Multiples Method and 15% weight to Equity Method.
2. Merger Ratio

As a consequence of the method described above the Merger Ratio 6 was calculated as 49,90%.

3. Exchange Ratio

Pursuant to the Merger Ratio, Exchange Ratio is calculated as 1,0518.

4. The Reasons for the Calculation Method

Equity Method, Income Approach Method and Market Approach Method were used in the court appointed
expert and expert institution’s reports regarding the determination of merger ratio and exchange ratio in order
to reflect the values of banks correctly. The merger ratio is calculated by giving 50% weight to Discounted

6
The Merger Ratio here rounded down to two decimal places; however the calculations are made using merger ratio in
full.

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Dividend Method since it reflects the potentials of the banks and it is entity specific, 35% weight to Market
Multiples Method although it reflects the market expectations it is not company specific and 15% weight to
Equity Method since it is a static method and does not reflcet the potentials of the banks.

e) Shareholding Structure of Türk Ekonomi Bankası A.Ş. Following the Merger

According to the merger ratio and the exchange ratio stated above, the shareholding structure of Türk
Ekonomi Bankası A.Ş. following the merger is as follows:

Shareholder’s Trade Name/ Name Surname Capital Share

Capital Amount Shareholding Percentage
(TL) (%)
TEB Mali Yatırımlar A.Ş. 926,796,305.4 42.04
Fortis Bank SA/NV 1,039,356,552.7 47.15
Public 7 236,999,351.6 10.75
Other 1,237,790.3 0.06
TOTAL 2.204.390.000,00 100.00

4. FINANCIAL STATEMENTS

a) Merger Financial Statements

Financial statements of Türk Ekonomi Bankası A.Ş. that are audited by DRT Bağımsız Denetim ve Serbest
Muhasebeci Mali Müşavirlik A.Ş. for the period between 01.01.2010 – 30.06.2010 and financial statements
and of Fortis Bank A.Ş. that are audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik
A.Ş. for the period between 01.01.2010 - 30.06.2010 which will be taken as the basis for the merger and
opinion sections of independent audit reports are attached as Annex-1.

b) Opening Balance Sheet After Merger

Opening balance sheet after merger is attached as Annex-2.

c) The most Recent Financial Statements

Pursuant to the Article 5 of the Capital Markets Board Communiqué Series I, No. 41, financial statements of
Türk Ekonomi Bankası A.Ş. that are audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali
Müşavirlik A.Ş. for the period between 01.01.2010 – 30.09.2010 and financial statements and of Fortis Bank
A.Ş. that are audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the period
between 01.01.2010 - 30.09.2010 and opinion sections of limited independent audit reports are attached as
Annex-3.

5. INFORMATION ON THE MANAGEMENT OF THE COMPANIES

a) Information on the Management of Transferee (Türk Ekonomi Bankası A.Ş.)

Boards of Directors Members

Name Surname Status
Yavuz Canevi Chairman of the Board
Dr. Akın Akbaygil Vice-Chairman of the Board

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Çolakoğlu Metalurji A.Ş. holds 0.12% in public float and each of Haydar Çolakoğlu, Faruk Çolakoğlu, İman Çolakoğlu
and Mehmet Çolakoğlu holds 0,03% in public float.

8
 Jean Paul Sabet Vice-Chairman of the Board
Varol Civil Board Member and General Manager
Musa Erden Board Member
Jean-Milan Charles Dominique Givadinovitch Board Member
Ayşe Aşardağ Board Member
Metin Toğay Board Member
Yves Paul Henri Martrenchar Board Member

b) Information on the Management of Transferor (Fortis Bank A.Ş.)

Boards of Directors Members

Name Surname Status
Camille Nicolas Fohl Chairman of the Board
A. Selçuk Demiralp Vice-Chairman of the Board
Yvan L.A.M. De Cock Board Member and General Manager
Gökhan Mendi Board Member
Marc P.R.H. Van Lerberghe Board Member
Ayşe Aşardağ Board Member
Didier Michel Louis Paul Beauvois Board Member
Jean Paul Sabet Board Member
Alain Georges Auguste Fonteneau Board Member

6. OTHER MATTERS

a) Matters Relating to Receivables

Pursuant to Article 19/I of the Banking Law numbered 5411, Article 451 of Turkish Commercial Code shall
not be applicable.

b) Rights of Objection of Creditors and Balance Sheet

Pursuant to Article 19/I of the Banking Law numbered 5411, Articles 149 and 150 of Turkish Commercial
Code shall not be applicable.

c) Informing the Shareholders

The following documents shall be made available for the review of the shareholders at the headquarters and
branches of Fortis Bank A.Ş. and Türk Ekonomi Bankası A.Ş. at least thirty (30) days before the General
Assembly meeting relating to the approval of Merger Agreement: Merger Agreement, financial statements of
Türk Ekonomi Bankası A.Ş. and Fortis Bank A.Ş. for the last three fiscal years, financial statements of Türk
Ekonomi Bankası A.Ş. and Fortis Bank A.Ş. which are the basis of the merger and related independent
audit firm report, expert institution report, court expert report, Board of directors’ report setting forth the legal
and economic grounds of the merger, announcement text, the date of financial statements of Türk Ekonomi
Bankası A.Ş. and Fortis Bank A.Ş which are the basis of the merger and provisional financial statements
relating to the last three months between such date and date of the general assembly meeting approving the
Merger Agreement, and estimated financial statements stating three years targets as of the merger
transaction and opening balance sheets after merger transaction. The shareholders may obtain copy of the
above documents; the company shall pay for the expenses related to these documents. Additionally, if the
shareholders will apply to the branches instead of the application centers, the delivery of the mentioned
documents to the shareholders will be provided by relevant branches.

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7. MERGER AGREEMENT

Merger Agreement is attached as Annex-4.

RELEVANT PERSONS THAT UNDERTAKE THE LIABILITY OF THE DISCLOSURE TEXT

We hereby declare that the information and data presented in this disclosure letter within the scope of our
authority and legal obligations are true and that there are no missing items in the disclosure letter which
might change the meanings of these information.

Türk Ekonomi Bankası A.Ş.

[Authorized Signatures]

Fortis Bank A.Ş.

[Authorized Signatures]

Expert Instituion Ernst Young Kurumsal Finansman Danışmanlık A.Ş.

Preparing the Report relating to Merger
[Authorized Signatures]

We hereby confirm that the information with regard to the financial situation and operation results relating to
the term between 01.01.2010 - 30.06.2010 audited by our company and contained in this disclosure text are
in compliance with audit report of Türk Ekonomi Bankası A.Ş. prepared by our company.

DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

[Authorized Signatures]

We hereby confirm that the information with regard to the financial situation and operation results relating to
the term between 01.01.2010 - 30.06.2010 audited by our company and contained in this disclosure text are
in compliance with audit report of Fortis Bank A.Ş. prepared by our company.

DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

[Authorized Signatures]

Annexes:

1. Merger Financials
2. Opening Balance Sheet After Merger
3. Financial statements of merging banks for the period between 01.01.2010 – 30.09.2010 and opinion
sections of limited independent audit reports
4. Merger Agreement

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