Although corporate governance practices usually rest on the rule "if you can't implement it, disclose it" and even though some corporate governance practices are only recommendations, our Company has chosen to actually implement many of the corporate governance principles that have been defined in line with its objective to become "a well-managed Company."

Our Company complies with CMB's shareholder-related principles mentioned under the following headings;
- Shareholders' right to obtain information,
- Shareholders' right to participate in general meetings,
- Shareholders' right to vote,
- Minority rights,
- Rights to dividends,
- Transfer of shares and
- Equality in transactions.

In an effort to provide comprehensive information to shareholders, the Company has appointed an investor relations officer reporting to the Finance and Administrative Affairs Department. This officer is responsible for quickly and effectively providing information to investors. Prompt and detailed responses were sent to investors applying to the investor relations officer using the Company's website or other channels of communication. With a view toward maximizing participation at the General Meetings, notifications was sent reasonably in advance and related documents were made available to shareholders both at Company Headquarters and on the website.

Decisions about the venue of General Meetings are made in such a way as to give all shareholders equal opportunity to attend at minimum cost. Class A shareholders' preferential rights are limited to the right to nominate candidates for 2/3 of the Board memberships. Shareholders do not have any other preferential rights and are entitled to one vote for each share they hold. They may vote in person or by proxy. The Company's shareholders may also exercise their minority rights as per the Turkish Commercial Code and the Law on Capital Markets. Our Company has not adopted a cumulative voting system as of yet. The Company's profit distribution policy is to disburse the largest possible dividend subject to the limits specified by the Capital Markets Board and in line with the Company's investment strategies. There are no restrictions on the transfer of shares and all shareholders, whether foreign shareholders or minority shareholders, are subject to the same rules.

The Company adheres strictly to corporate governance principles concerning Public Disclosures and Transparency, providing shareholders and stakeholders with the right information at the right time, complete and accessible at low-cost. All disclosures to shareholders and stakeholders regarding the Company (including information concerning relations between the Company and its shareholders, Board members or administrators) are quickly made through the ISE, the Capital Markets Board or the Company's website, in accordance with the Capital Markets Board's Communiqué No. 39, Series VIII. The disclosure policies of the Company are still being developed; it is anticipated that work in this regard will be concluded and announced in the second half of 2005. Public disclosures are coordinated by an investor relations officer reporting to the Financial and Administrative Affairs Department.

As for corporate governance principles concerning stakeholders, the Company handles all operations with a view to fully protecting the interests of its employees, creditors and customers. Employee opinions are taken into consideration in formulating management principles. With a view to maximizing customer satisfaction, the Company takes into consideration the views and suggestions of its customers inline with providing goods and services. The Company is in the process of completing a detailed formulation of a code of ethics which will be ready for public announcement in 2005.

The Company adheres to all corporate governance principles concerning its Board of Directors. The Board of Directors is made up of nine members; six are Class A Shareholders and three are independent members as defined in the Communiqué on Real Estate Investment Trusts. Independent Board members are remunerated in line with the decisions of the General Meeting. No exemptions may be granted by the General Meeting with regard to the prohibition to deal and compete with the Company as defined in Articles 334 and 335 of the Turkish Commercial Code and relevant provisions of the Communiqué on Real Estate Investment Trusts. Board members are not paid additional profit shares. The audit committee set up by the Board of Directors is made up of two independent Board members.

The Company is committed to further improving its corporate governance practices in 2005.