The analysis and assessment of the Board of Directors with regard to financial situation and operating results, and degree of realization of the scheduled activities and operations, and situation of the Company against the established strategic goals:

In 2013, beside reaching a transaction volume of 490 million USD representing an increase of 66%, İş Leasing maintained its sound position in its sector with its market share of 7% as well. In 2013, expanding its leasing portfolio by 61% over the previous year, the Company recorded an increase of 24% in its total assets, and despite the fluctuations in conjuncture towards the end of 2013, caught a return on equity of 6.8%. Nevertheless, with its low impaired receivables ratio compared to the sector average of 4.8%, the Company continued to reap the fruits of its high asset quality policy and effective receivables management. Aiming to grow in a disciplined manner, the Company acted selectively in growth for the sake of effective and well-balanced management of the increasing profit margin pressure by not being involved in the fight for increase of market shares on the basis of price competition.

Determination and assessment as to whether the capital of the Company is actually depleted or whether the Company is deeply in debt or not:

As of the end of 2013, capital of the Company is 424,3 million TL, and we have no finding showing, and are not of the opinion, that the capital of the Company is actually depleted or the Company is deeply in debt.

Whether the targets determined in the past periods have been reached or not, and whether the general assembly decisions have been performed or not, and if not reached or performed, the reasons thereof, and assessments:

In 2013, the Company has recorded operating results in tandem with its strategic goals thanks to its dynamic balance sheet management and by focusing on sustainable growth strategies.

All decisions taken in the General Assembly meetings in the past period have been performed.

Information on direct or indirect subsidiaries of the Company and its shareholding rates:

Information on direct or indirect subsidiaries of the Company and its shareholding rates are presented in details in the footnote no. 6 of financial statements.

Information on donations and grants made during the year:

Details of donations and grants made by the Company in 2013 are as below:

Fider Subscriptions	17,400 TL
Others	220 TL
Total	17.620 TL

Lawsuits which are brought forward against the Company, and may affect its financial situation and activities, and probable results thereof:

During the period, the Company has been involved in many lawsuits as the defendant side as a part of its ordinary activities. Accordingly, there exists no legal action or legal proceedings which are not disclosed in footnotes of consolidated financial statements or for which the required provisions and reserves are not set aside and which may make material adverse effects on the financial situation or operating results of the Company.

Transactions of the controlling shareholders, directors, top echelon executives and their spouses and blood relatives and relatives by marriage up to second degree with the Company or its affiliates, which may cause conflicts of interests with the Company or its affiliates:

Not applicable.

Opinions and comments of the Board of Directors regarding internal control system and internal audit activities:

Internal control system of the Company covers control and monitoring activities developed by the executive management in order to ensure that the daily operations of the Company are carried out effectively and efficiently within the frame of the established policies, guidelines and limits, and aims to establish a structure ensuring that the control culture is adopted and maintained throughout the Company.

On the other hand, internal audit system of the Company covers the inspection, auditing and reporting processes carried out independently from the executive management in order to ensure that all operations and activities, also including internal control and risk management, are performed in accordance with the policies, strategies and goals, and that the Company assets are protected and maintained.

Our Board of Directors has assigned the Audit Committee for supervision, assessment and direction of initiatives and works within the scope of internal control and internal audit activities. Internal Audit Unit, reporting to the Board of Directors through the Audit Committee, ensures that risk culture is created, developed and improved throughout the Company through its risk-based audit approach. The Audit Committee of the Company periodically assesses the efficiency of internal control system and the results of internal control activities through internal audit reports prepared and issued by the Internal Audit Unit, and shares with the Board of Directors its proposals and suggestions on the actions required to be taken with respect to the findings of the said reports.

Explanations on administrative and juridical sanctions imposed on the Company and members of its managerial body due to practices and acts in conflict with the laws:

The Presidency of the Financial Crimes Investigation Board has, by a decision no. 394 in file 2448 dated 03 February 2012, decided to inflict a total administrative fine of TL 3,996 on the Company on the ground of breach of the provisions of article 3 of the Law on Prevention of Laundering of Crime Revenues no. 5549, without prejudice to the legal remedies of objection in connection therewith. By making use of the discount granted pursuant to article 17 of the Law on Misdemeanors no. 5326, the said fine has been paid by our Company in an amount of TL 2,997 on 24 February 2012, by reserving our rights of action against the said decision. Thereafter, our Company has brought forward a suit of nullity, but has lost the case. Our Company's objection against the decision has been dismissed by Istanbul 38th Criminal Court of First Instance.

The Company has applied to the Ministry of Justice to make use of Extraordinary Remedies, and as the Ministry found the grounds of application serious, the file has been sent to the Presidency of the Supreme Court of Appeals. The legal proceedings are pending.

Information on private audits and public audits conducted during the accounting period:

During 2013 accounting period, the Company has been subject to a limited independent audit as of 30.06.2013, and to an independent audit as of 31.12.2013 by Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Muşavirlik A.Ş. Furthermore, as a requirement of full certification of corporate tax, the Company's financial statements have been subject to tax audit in quarterly periods by Başaran Nas Yeminli Mali Muşavirlik A.Ş.

Legal transactions and actions performed with the parent company, or an affiliate of parent company, in favor of the parent company or any affiliate thereof under direction of parent company; and all other measures taken or avoided to be taken in favor of the parent company or any affiliate thereof in the past activity year; and according to the conditions and circumstances known by them as of the time the legal transaction is performed or the measure is taken or is avoided to be taken, whether an appropriate counter-obligation is provided in each legal transaction or not, and whether the measure taken or avoided to be taken has caused damages to the company or not, and if the company has incurred damages, whether such damages are offset and balanced or not:

There exists no legal transactions and actions performed with the parent company of the Company, or an affiliate of parent company, in favor of the parent company or any affiliate thereof under direction of parent company; and no measures taken or avoided to be taken in favor of the parent company or any affiliate thereof in the past activity year.

"Conclusion" section of the Affiliation Report:

During 2013 activity year, within the frame of the relevant provisions of the Turkish Commercial Code, our Company is affiliated to the group of companies of T. İş Bankası A.Ş. Pursuant to article 199 of the Turkish Commercial Code, our Company's Board of Directors has incorporated the following statement in its affiliation report issued about its relations with its parent company and with affiliates of its parent company: "With respect to all transactions performed by the Company and its parent company and the affiliates thereof during the activity year of 01.01.2013 – 31.12.2013, to the best of its knowledge, all legal transactions and actions performed in favor of the parent company or any affiliate thereof under direction of parent company, and all measures taken or avoided to be taken in favor of the parent company or any affiliate thereof in 2013 activity year have been considered and evaluated. We hereby declare that our Company has not incurred damages due to a transaction conducted in 2013 within the knowledge of the Company."