Annual Report 2005

Contents

Mission, Vision and Targets 01

Vak›f Invest in Brief 02

Financial Highlights 03

Message from the Chairman and the General Manager 04

Board of Directors, Auditing Board, Executive and Senior Management 06

Organization Chart 07

Operations in 2005 08

Domestic Capital Markets 08

Stocks 08

Corporate Finance 09

Treasury and Fixed Income Securities 12

Derivatives Transactions 15

International Capital Markets 15

Research 16

Human Resources 17

Information Technologies 18

Branches and Agencies 19

Subsidiaries 19

Vak›f Pension Funds (Vak›f Emeklilik A.fi.) 19

Vak›f Portfolio Management (Vak›f Portföy Yönetimi A.fi.) 19

The Turkish Derivatives Exchange (Vadeli ‹fllem ve Opsiyon Borsas› A.fi.) 19

Derivatives Training and Consulting (Vadeli ‹fllem E¤itim ve Dan›flmanl›k A.fi.) 20

Proposal to the General Assembly for the 2005 Profit 20

Consolidated Financial Statements and Independent Auditing Report 21

01

MissionWe aim to cater to our customers, achieving high profitability and consistent growth, while remaining a financialorganization, which earns their trust. We aim to achieve this through our qualified service, our widespreaddistribution channels, our well-trained, experienced employees and by keeping track of technological developments.

VisionBy virtue of its dynamic organizational structure and its principle of rapid decision-making and perpetualdevelopment, our company has been operating in a fast-moving but reliable setting in line with its target of stablegrowth and profitability, which secures our place as one of the key brokerage houses in the sector.

Targets• To add value to customers, business partners and employees,• To offer innovationist and competitive products,• To use alternative distribution channels in providing optimum services,• To contribute to the development of the capital markets,• To become the most reliable brokerage company with precedence among competitors.

Vak›f Invest is a subsidiary of Vak›fbank, a key player in the Turkish banking sector. It was founded in November 1996to carry out capital market operations, and provides brokerage and investment banking services to both individual andcorporate customers such as trading in fixed income securities and stocks in the Istanbul Stock Exchange, carrying outrepo and derivatives transactions, as well as fund management, investment consulting, corporate finance and researchservices.

Vak›f Invest provides its services to investors through one branch, 10 agencies and 77 employees. Through the agencyagreement signed with Vak›fbank, it provides services to an extensive customer base through 303 branches of the bankand alternative distribution channels. This ensures that Vak›f Invest works fast, reliably and in tune with contemporarydemands.

The company benefits from its vast and effective network when carrying out capital increases, dividend paymenttransactions and stock class exchanges for many companies listed on the Istanbul Stock Exchange.

Apart from its domestic marketing and strength in sales, Vak›f Invest also works with international investors. Byimproving its cooperation with multinational investment banks, it has taken its activities to a global scale.

With a paid-in capital of YTL 6,000,000, Vak›f Invest boasts a strong capital and shareholder structure, advancedtechnological infrastructure and experienced staff in possession of the Capital Markets Board certificate.

02

Vak›f Invest in Brief

03

(YTL) 2005 2004 2003Shareholder's Equity 36,727,251.27 30,269,937.95 21,699,460.66Working Capital 24,989,579.08 18,490,024.37 12,347,737.09Net Profit 6,796,690.69 5,559,262.83 10,651,389.16

Capital and Shareholder Structure

On 31 December, 2005, Vak›f Invest's paid-in capital stood at YTL 6,000,000. The breakdown of capital according toshareholders is given below:

Title Class Group Type Number Share Amount (YTL) %T. Vak›flar Bankas› T.A.O. 1 A Nama 3,060,000,000 3,060,000 51T. Vak›flar Bankas› T.A.O. 1 B Nama 2,880,000,000 2,880,000 48Vak›fbank Employees' Private Social

Security Services Foundation 1 B Nama 15,000,000 15,000 0.25Günefl Sigorta A.fi. 1 B Nama 15,000,000 15,000 0.25Vak›f Finansal Kiralama A.fi. 1 B Nama 15,000,000 15,000 0.25Vak›f Deniz Finansal Kiralama A.fi. 1 B Nama 15,000,000 15,000 0.25

Total 6,000,000,000 6,000,000 100

Note: The paid-in-capital of the company was increased to YTL 35 million in 2006.

SHAREHOLDER'S EQUITY

YTL

30,9

73,2

14.6

4Ja

nuar

y

31,6

67,9

85.8

7Fe

brua

ry

32,0

93,7

218.

35

31,9

16.9

16Ma

rch

32,3

43,2

42.4

4Ap

ril

33,3

216,

975.

17Ma

y

33,4

21,5

36.2

7

34,1

21.6

47Ju

ne

33,8

25,2

07.7

0Ju

ly

34,4

17,1

96.0

9Au

gust

35,0

42,2

45.9

3

35,1

12.8

54Se

ptemb

er

35,4

48,3

38.6

9Oc

tober

36,0

81,5

44.3

1No

vemb

er

36,7

27,2

51.2

7

36,8

87.3

05De

cemb

er

UFRS

Financial Highlights

Dear Shareholders,

This past year has been vibrant for the Turkish economy. Turkey greeted 2005 with the elimination of six zeros from itscurrency. Furthermore, an important step was taken in October concerning Turkey's bid for the EU by starting accessionnegotiations.

In 2005, regarded as a period of transition, the economy was better adapted to the floating currency exchange regime.Progress was made towards facilitating the transition to the inflation targeting regime. The Turkish Central Bankannounced the plan to introduce this regime in 2006 in the context of the institutionalization of the monetary policy.

For the first time in many years, the ratio of the public sector debt to the GNP fell below 1%. Propped up by privatizationrevenues and the Savings Deposit Insurance Fund repayments, in 2006, a public savings surplus was expected (for thefirst time). Hence, this year, tight monetary policies will not only be instrumental in fighting inflation but are likely toalso become the basic factor in alleviating concerns regarding the raging current accounts deficit that was inflated by thesurplus in savings.

The increase in Turkey's credit ratings by Fitch, Standard & Poor's, and then by Moody's, elicited positive reactions inmarkets. Such auspicious expectations and the interest of investors related to Turkey will most probably prevail in 2006.

04

Message from the

Vak›f Invest is a subsidiary of Vak›fbank, operating in the fields of investment banking and capital markets in additionto providing banking products and services. It has been growing steadily since its founding date of November 1996,raising its profitability and adhering closely to its vision.

Today, the success of a financial organization depends on two main elements: The quality of human resources and theinformation technology infrastructure. With this in mind, Vak›f Invest follows the latest developments in technology, andprovides customer-oriented, fast, high quality and consistent services with the help of its well-trained and experiencedemployees.

Vak›f Invest was a co-leader in the initial public offering of Vak›fbank, which stamped the Turkish capital markets in2005, the bank being the fifth largest bank in Turkey and having $23.310 million in assets. In the IPO, Vak›f Investgenerated the highest demand domestically and shares were distributed to a broad base of investors. 21.80% of thebank's shares were offered to the public, a total demand of $7.150 million (YTL 9.8 billion) was received from domesticsources and abroad. Merely 19.6% of the investor demand was met. Eventually, the public offering resulted in $930

million from abroad and $ 344 million domestically. The fact that 93% of the total demand came from foreign corporateinvestors, categorically demonstrated the confidence of foreigners in the present and future of Turkey.

We hereby wish to thank: our executive management, who have had a great share in our accomplishments of 2005; you,our shareholders, whose support we feel at all times; our business partners; customers, and the Vak›fbank management,who invariably support and encourage our work. We hope for a rewarding year both for our country and company in2006.

Sincerely,

M. Zeki AKILLIO⁄LU Serdar SATO⁄LUChairman Board Member and General Manager

05

Chairman and the General Manager

Board of Directors M. Zeki AKILLIO⁄LU Chairman 21.09.2004 -

Ramazan KUMBUL Deputy Chairman 19.09.2003 -

Adnan GÜZEL Board Member 07.07.2004 - 01.06.2005

Aslan YILDIZ Board Member 01.06.2005 -

Ö. Sad›k TAfiKIN Board Member 22.04.2004 -

Serdar SATO⁄LU Board Member and General Manager 25.03.2004 -

Auditing Board fieref YARO⁄LU Auditor 30.11.2005 -

‹smail ÖZBAYRAKTAR Auditor 16.04.2003 -

fienol Y‹⁄EN Auditor 21.09.2004 - 06.06.2005

Mehmet fiAH‹N Auditor 06.06.2005 - 30.11.2005

06

Executive and Senior ManagementSerdar SATO⁄LU General Manager

Tülay DÜNDAR Deputy General Manager

N. Nazmi AD‹LO⁄LU Chairman of the Audit Board

Mehmet AKYOL Corporate Finance Manager

Taner ERSAN Fund Management Manager

Mehtap B‹LGE Investment Fund Transactions Manager

U¤urhan ÖZZEYBEK Domestic Transactions Manager

Mehmet ‹NAM Settlement Operations and Custody Manager

Tijen BÜYÜKBAfi Accounting Manager

‹smail TAVLI Stock Exchange Transactions Manager

Mürsel YILDIZ Ankara Branch Manager

1 3 2

7 8 6 9 4 510

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(1)

Organization Chart

07

Board of Directors

Executive Risk Committee

Board of Inspectors

Internal Auditing Comitee

Credit Committee

General Manager Deputy General Manager

Treasury Manager

Investment FundTransactions Manager

Corporate FinanceManager

Human ResourcesManager

Research Manager

IT Manager

Derivatives TransactionsManager

Securities MarketingManager

Stock ExchangeOperations Manager

Domestic Sales Manager

Accounting and FinancialAffairs Manager

Settlement Operationsand Custody Manager

>

>

>

>

> >

>

>

>

>

>

>

>

>

>

>

>

>

International CapitalMarkets Manager

>

Domestic Capital Markets

Stocks

The average daily transaction volume on the Istanbul Stock Exchange rose from YTL 837 million in 2004 to YTL1,063 million in 2005. The total equity transaction volume increased from YTL 208,423 million in the previous yearto YTL 269,931 million in 2005. In US$ terms, the equity transaction volume rose from $147.8 million in 2004 to$201.8 million in 2005.

The ISE National-100 Index surged by 59.29% in TL terms and by 60.21% in dollar terms during 2005, from24,971.68 points on the last transaction day in 2004 to 39,777.70 points at the end of 2005.

Vak›f Invest recorded transaction volume of YTL 3.2 quadrillion in the stock market in 2005, earning YTL 4,663,829in commissions.

The company had 8,500 active customers at the end of 2005. Apart from the head office, stock trading also takesplace in two Istanbul branches (Beyo¤lu and the Kad›köy Finance Market), the Atakule branch in Ankara and inbranches in Izmir, Bursa, Kayseri, Samsun, Konya, Antalya, Erzurum and Adana.

Operations in 2005

08

ISE National-100

27,3

30.3

5

January

28,3

96.1

7

February25

,557

.76

March

32,5

91.6

4

April

25,2

36.4

8

May

26,9

57.3

2

June

29,6

15.2

9

July

30,9

08.0

2

August

33,3

33.2

3

September

31,9

63.9

9

October

38,0

88.6

5

November

39,7

77.7

0

December

Corporate Finance

Apart from offering services in privatizations through public offerings and private sector IPOs, Vak›f Invest providesconsulting services to customers in the scope of venture capital consulting and privatization. Moreover, the companypartakes in activities such as capital increases, dividend payments and stock class exchanges.

09

2001 2002 2003 2004 2005

ISTANBUL SECURITIES EXCHANGE STOCK MARKET TRADED VALUE ($ Million)

146,

511

197,

074

1,32

2

2001

1,96

3

2002 2003 2004

4,66

3

2005

COMMISSION EARNINGS FROM STOCKS(YTL Million)

99,4

06

69,9

90

79,9

45

2001 2002 2003 2004 2005

VAKIF INVEST TRADED VALUE($ Million)

2,26

5

2,38

8

1,81

4

967

896

4,96

7

3,93

9

The performance of the ISE National-100 Index and the trading volumes are shown in the tables below:

Vak›f Invest recorded transaction volume of YTL 3.2 quadrillion in the stock market in2005, earning YTL 4,663,829 in commissions.

Vak›f Invest has acted as a consortium leader, co-leader and member in many public offerings, contributingsubstantially to the development of the Turkish capital markets. The company has assisted many eminentorganizations fulfill their long-term finance needs by offering consulting services.

Vak›f Invest participates in the Privatization Administration's tenders for services such as public offering procedures,value assessment studies, feasibility studies and IPO reports for the companies to be privatized.

With a wide network of agencies throughout the country and by providing a qualified service during and afterpublic offerings, Vakf Invest has earned the trust of investors, establishing a solid position for itself in the field ofpublic offerings.

Thanks to the improvements in the economy over the past three years, inflation fell to 7.7%, even lower thanprojections. Further positive macro-economic developments such as the fall in the Treasury's borrowing costs to 14%(thanks to the stable inflation outlook) and the related extension in loan durations spurred 5.5% GNP growth in2005.

10

PUBLIC OFFERINGS(YTL Million)

527

2000

97

2001

602

2002 2003 2004

COMMISSION EARNINGS FROM CORPORATE FINANCEIN 2000-2005

249

440

2005

998

14

1992

16

1993

25

1994

29

1995 1996

29

1997

20

1998

10

1999

26

2000

1

2001

4

2002

2

2003

13

2004

4

2005

27

Such a promising outlook has also invigorated the capital markets. Hence, 2005 became the year of privatizationsand new records on the ISE. Unsurprisingly, there has been a spate of public offerings, exemplified by the $1,274million IPO of Vak›fbank, in which Vak›f Invest was the co-leader.

A total of 280 million shares were offered to the public against total domestic and international demand for 1,645million shares. The public offering was 5.9 times oversubscribed.

Vak›fbank was the fourth largest company in terms of the size of its public offering. A total of 46 local brokeragehouses participated in the domestic distribution. If foreign transactions are excluded, Vak›f Invest ranked in firstplace according to the demand and sales collected by all brokerage houses.

In 2005, Vak›f Invest provided corporate finance services including public offerings, capital increases and dividendpayments for 10 companies. The company's profit soared by 126% over its 2004 profit of YTL 440,000, with YTL998,436 in commission earnings.

11

With its investment consultants and portfolio managers, Vak›f Invest churns out allnecessary information as needed by domestic and foreign investors in a timely,complete and reliable manner.

Treasury and Fixed Income Securities

The 2005 overnight interest rate in the Interbank Money Market Transactions and the ISE Repo-Reverse RepoMarket was set at 13.50% for borrowing and 17.50% for lending. Additionally, on 30 December 2005, the CentralBank set interest rates (lending) at 16.50% to enter effect from 2 January 2006 in accordance with technicalarrangements.

Compound interest rates for public borrowing instruments were around 20% in early 2005 but fell to 14% after theCentral Bank cut interest rates.

Vak›f Invest also offers management services to Vak›fbank. The number of Vak›fbank mutual funds reached 10 in2005 after the addition of three new funds. Four of these are A Type funds and six are B Type mutual funds, with atotal portfolio value of YTL 1.3 billion.

Vak›f Invest also offers management services to Vak›fbank. The number of Vak›fbankmutual funds reached 10 in 2005 after the addition of three new funds. Four of theseare A Type funds and six are B Type mutual funds, with a total portfolio value of YTL1.3 billion.

12

Bonds and Bills Market, Total Traded Value

(YTL) 2004 2005Outright Purchases and Sales Market 6,007,602,269 5,959,656,120Repo-Reverse Repo Market 68,213,076,000 66,932,473,000

Fund Management and Fixed Income Securities Traded Value

2004 (YTL) 2005 (YTL)T-Bills Traded Value 141,439.77 436,623Government Bonds P/S Traded Value 543,302,843.48 557,230,685Government Bonds P/S Traded Value 460,037,107.04 469,212,998Mutual Funds P/S Traded Value 10,371,559.31 307,751,123Stock Exchange Money Market P/S Traded Value 978,833,571Total 1,013,852,949.61 2,313,465,000

13

Commission Earnings

Vak›f Invest Commission Earnings 2004 (YTL) 2005 (YTL)Fund Management 4,776,170.98 4,718,278 H/B Government Bond Commission 4,064.54 4,679 Commission for Various Services 598,805.76 855,671 Government Bonds P/S Profit 1,814,284.54 1,575,931 T-Bills P/S Profit 34.33 693 Government Bonds Reverse Repo P/S Profit 65 Mutual Funds P/S Profit 8,535.38 11,936 Government Bonds Interest Earning 4,846.58 18,506 H/B Interest Earning 85 Stock Exchange Money Market Interest Earning 608.95 913 Government Bond Rediscount Earning 2,930,489.20 1,818,201 Total 10,137,840.26 9,004,958

As well as developing strategies to minimize foreign exchange risk for corporatecustomers operating in foreign trade and the real sector, Vak›f Invest also providesguidance for hedging, arbitrage and investment transactions.

14

Derivatives Transactions

Derivatives Exchanges have been operating in developed countries for over a century but the Turkish DerivativesExchange has been newly founded and is developing. Vak›f Invest provides services in the Turkish DerivativesExchange, in which it has a 6% share. Vak›f Invest's specialists help customers realize effective risk managementboth for hedging and for investments, either through effective brokerage or simply by offering consulting services.

As well as developing strategies to minimize foreign exchange risk for corporate customers operating in foreigntrade and the real sector, Vak›f Invest also provides guidance for hedging, arbitrage and investment transactions.

The trading volume of the Turkish Derivatives Exchange outstrips spot markets of similar exchanges in developed countries, offering types of transactions not found in existing spot markets and alternative investment instruments.

It is already developing rapidly, and is expected to be enriched by new products. Vak›f Invest will remain aneffective player in its development.

International Capital Markets

Turkey is still the focus of attention for international investors. The Institution of International Finance, which makesprojections on emerging markets, has cited Turkey's consistent growth since the 2001 crisis. The Institute expectsTurkey to become the next address for foreign direct investment after China in 2006. Accordingly, Turkey's successin 2006 will continue, and the negotiations with the EU will amplify foreigners' interest in Turkey.

15

The international credit rating agency, Standard & Poor's upgraded Turkey's rating from 'stable' to 'positive'. S&Palso affirmed Turkey's ratings of long-term foreign currency sovereign as BB-, long-term local currency sovereignas BB- and short-term credit rating as B. S&P indicated that the prudent macroeconomic policies implemented bythe government affected the rise in credit ratings, and expects the continuation of Turkey's reformist bend in themiddle-term. Concurrent with the increase in ratings by another rating agency, Moody's, in December, Turkey hasnow been assigned the same rating by all agencies.

In parallel to these developments, Vak›f Invest has concentrated on both direct and portfolio investments ofinternational investors in Turkey. We have cooperated actively with global investment banks in privatizationconsulting, public offerings and issuing fixed income securities, aiming to intensify our activities in internationalcapital markets.

Research

With its investment consultants and portfolio managers, Vak›f Invest churns out all necessary information asneeded by domestic and foreign investors in a timely, complete and reliable manner. It helps customers withportfolio strategies. For this purpose, domestic and international markets are closely followed, and then theinformation collected is compiled into reports for customers.

These research reports play a huge role in maintaining and expanding the customer portfolio of Vak›f Invest.

16

Human Resources

Aware of the fact that the fundamental element at the root of its success is the wealth of its human resources, Vak›fInvest focuses on the individual. This approach is evident in the attitude displayed by the company towards itscustomers and employees.

In the service sector, where the quality of service, human resources and human power are crucial, thanks to human resources applications in tandem with Vak›f Invest strategies, the company had in place a dynamic organizationalstructure in 2005.

Vak›f Invest contributes to the professional development of its employees, helping them to acquire experience in astimulating corporate environment. Building on its employees' levels of knowledge and skills and their selflesscontributions, the company will embrace new accomplishments.

By the end of 2005, the company had a 77-person staff, 36 of whom were Vak›fbank employees. There are 42employees working at the headquarters of Vak›f Invest, five at the ISE and 30 in branches and agencies.

17

In the service sector, where the quality of service,human resources and human power are crucial, thanksto human resources applications in tandem with Vak›fInvest strategies, the company had in place a dynamicorganizational structure in 2005.

Vak›f Invest, organized and methodical system provides the most opportune workingconditions for employees and collection of accurate data. The information technologysystem is updated frequently and meticulously.

Information Technologies

Vak›f Invest is well-grounded in the latest developments in information technologies, applying them to its operationsin the best possible way. Its organized and methodical system provides the most opportune working conditions foremployees and collection of accurate data. The information technology system is updated frequently andmeticulously.

Vak›f Invest 's well-trained staff follows all work flows from information technology systems. The company is alicensed user of all software programs and owns the latest, upgraded versions. Necessary maintenance and supportagreements are in place for every kind of software.

18

Branch and Agencies

Branch• VAKIF YATIRIM MENKUL DE⁄ERLER A.fi. ANKARA BRANCH

Agencies

Subsidiaries

Vak›f Pension Funds (Vak›f Emeklilik A.fi.)

With a strong capital and shareholder structure, Vak›f Emeklilik is the sixth largest company in the private pensionfund sector for individual customers. Its capital is YTL 26,500,000. Vak›f Invest has an 8% share in the company.

Vak›f Portfolio Management (Vak›f Portföy Yönetimi A.fi.)

Vak›f Portfolio Management constructs portfolios for its customers, minimizes investment risks by portfoliodiversification, conducts research towards maintaining/increasing portfolio values, monitors securities markets,financial markets and markets related to corporations, manages mutual funds and portfolios of investment trusts.Its capital is YTL 1,500,000. Vak›f Invest has a 99.99% share in the company.

The Turkish Derivatives Exchange (Vadeli ‹fllem ve Opsiyon Borsas› A.fi.)

The Turkish Derivatives Exchange is Turkey's first private exchange established in 2002 by a decree of the Cabinetof Ministers. It develops strategies for customers operating in foreign trade and real sectors and guides hedging,arbitrage and investment transactions. Its capital is YTL 9,000,000. Vak›f Invest has a 6% share in the company.

19

• ALL BRANCHES OF VAKIFBANK VAKIFBANK ANKARA SECURITIES CENTER

• ADANA AGENCY• ANTALYA AGENCY• BEYO⁄LU AGENCY• BURSA AGENCY

• ERZURUM AGENCY• ‹ZM‹R AGENCY• KADIKÖY AGENCY• KAYSER‹ AGENCY • KONYA AGENCY• SAMSUN AGENCY

Derivatives Training and Consulting (Vadeli ‹fllem E¤itim ve Dan›flmanl›k A.fi.)

The Derivatives Training and Consulting Co. has played a significant role in the development of the TurkishDerivatives Exchange. Shares corresponding to 8.70% of its paid-in capital were purchased from Vak›fbank inFebruary 2004 and added to the subsidiary portfolio of Vak›f Invest.

The Proposal to be presented by the Board of Directors to the General Assembly with respect tothe 2005 Profit:

As a result of our company's operations in 2005, in accordance with the Communiqué Serial XI, Number 25 of theCapital Markets Board of Turkey (Communiqué about Accounting Standards in the Capital Market), our standalonenet profit in 2005 was YTL 6,958,487, our consolidated net profit YTL 7,221,783, and a net profit of YTL6,796,690.69 according to the standards of the VUK (Turkish Tax Procedural Law).

Our company's records are kept in conformity with the Turkish Tax Procedural Law. Our legal reserves, set out asregulated in Section 8, article 466 of the Turkish Commercial Code, reached one fifth of our capital stock, wherebyno legal reserves were allocated from our 2005 profit.

The Board of Directors have decided to submit the following proposal to the General Assembly for approval: Insteadof making dividend payments, our 2005 net profit (in the absence of a dividend, the first dividend would not be setaside, either) shall be transferred to extraordinary reserves, and to raise our capital from YTL 6,000,000 to YTL35,000,000.

Capital Increase Details:

Paid up Capital 6.000,000.00Shareholder's Equity Inflation Adjusted Differences 19,942,639.46Extraordinary Reserves 10,132,993.05Retained Losses (-) (1,075,632.51)Capital Increase 35,000,000.00

As a result of our company's operations in 2005, in accordance withthe Communiqué Serial XI, Number 25 of the Capital Markets Board ofTurkey, our standalone net profit in 2005 was YTL 6,958,487, ourconsolidated net profit YTL 7,221,783, and a net profit of YTL6,796,690.69 according to the standards of the VUK.

20

VAKIF YATIRIM MENKUL DE⁄ERLER A.fi.CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2005 AND

INCOME STATEMENT FOR THE PERIOD BETWEEN 01 JANUARY - 31 DECEMBER 2005

Notes 31 December 2005

ASSETS

Current Assets:Cash and Cash Equivalents Note 4 8,648 Marketable Securities Note 5 21,367,623 Trade Receivables (net) Note 7 9,208,564 Receivables from Related Parties (net) Note 9 583,015 Other Receivables Note 10 44,132 Deferred Tax Assets Note 14 69,901 Other Current Assets Note 15 2,032,127

Total Current Assets 33,314,010

Non-Current Assets:Trade Receivables (net) Note 7 41,540 Receivables from Related Parties (net) 0 Other Receivables 0 Financial Assets Note 16 8,886,976 Positive Goodwill (net) Note 17 114,095 Investment Properties 0 Property, Plant and Equipment (net) Note 19 479,429 Intangible Fixed Assets (Net) Note 20 114,624 Deferred Tax Assets 0 Other Non-Current Assets 0

Total Non-Current Assets 9,636,664

TOTAL ASSETS 42,950,674

VAKIF YATIRIM MENKUL DE⁄ERLER ANON‹M fi‹RKET‹

CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2005(Amounts expressed in New Turkish Liras (YTL) unless otherwise indicated)

18

Notes 31 December 2005

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:Short-Term Bank Borrowings 0 Financial Lease Payables (net) 0 Other Financial Liabilities 0 Trade Payables (net) Note 7 688,300 Due to Related Parties (net) Note 9 4,827 Advances Received 0 Provisions Note 23 3,152,474 Deferred Tax Liabilities 0 Other Current Liabilities Note 10 1,838,240

Total Current Liabilities 5,683,841

Non-Current Liabilities:Long-Term Bank Borrowings 0 Long-Term Financial Lease Payables (net) 0 Other Financial Liabilities 0 Trade Payables (net) 0 Due to Related Parties (net) 0 Advances Received 0 Provisions Note 23 139,765 Deferred Tax Liabilities 0 Other Non-Current Liabilities 0

Total Non-Current Liabilities 139,765

TOTAL LIABILITIES 5,823,606

Minority Interest Note 24 10

SHAREHOLDERS' EQUITY

Share Capital Note 25 6,000,000 Capital Reserves Note 26 19,205,974 Share Premium 0 Revaluation Fund on Fixed Assets 3,650 Revaluation Differences on Equity Items 0 Inflation Adjustment on Equity Items 19,202,324 Profit Reserves Note 27 5,059,781 Legal Reserves 1,606,526 Other Reserves 0 Extraordinary Reserves 3,453,255 Net Income/Loss 7,221,783 Previous Period Profit/Loss Note 28 (360,480)

Total Shareholders' Equity 37,127,058

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 42,950,674

VAKIF YATIRIM MENKUL DE⁄ERLER ANON‹M fi‹RKET‹

CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2005(Amounts expressed in New Turkish Liras (YTL) unless otherwise indicated)

19

01 January 2005 - 31 December 2005Notes 01 October 2005 - 31 December 2005

OPERATING INCOMESales (net) Note 36 634,015,188 193,789,498Cost of Sales (-) Note 36 (631,858,518) (192,983,727)Income from Services Note 36 10,920,797 3,840,547Other Operating Income Note 36 3,225,647 596,002

GROSS OPERATING PROFIT/LOSS 16,303,114 5,242,320

Operating Expenses (-) Note 37 (7,453,822) (1,954,086)

NET OPERATING PROFIT/LOSS 8,849,292 3,288,234

Income from Other Operations Note 38 2,985,195 320,684Expenses from Other Operations (-) Note 38 (1,031,579) (883,592)Finance Expenses (-) Note 39 (649,473) (69,752)

OPERATING PROFIT/LOSS 10,153,435 2,655,574

MINORITY INTEREST Note 24 - -

INCOME/LOSS BEFORE TAX 10,153,435 2,655,574

TAXATION Note 41 (2,931,652) (835,350)Current Period Tax Provision (2,901,612) (831,799)Deferred Tax Provision (30,040) (3,551)

NET INCOME/LOSS 7,221,783 1,820,224

VAKIF YATIRIM MENKUL DE⁄ERLER ANON‹M fi‹RKET‹

CONSOLIDATED INCOME STATEMENT FOR THE PERIOD BETWEEN 01 JANUARY - 31 DECEMBER 2005(Amounts expressed in New Turkish Liras (YTL) unless otherwise indicated)

20

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