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:

İş Leasing boosted its transaction volume by 49% to 728 million US dollars in 2014, and maintained its strong position, with 9.53% share, in the industry. The company also grew its leasing portfolio by 27% during the year compared to the previous year which led to a rise in its total assets by 31% in 2014. İş Leasing’s net profit of the year increased by 98% compared to the previous year, while the company’s return on equity recognised 12.4%. The bad debt ratio of 4.6%, which is well below the industry average, was the affirmation of the company’s high asset quality policy and efficient accounts receivable management. The company which is targeting a disciplined growth was selective in its growth in order to effectively and stably manage the profit margin pressure that increased as a result of the growing competition in the market, while it did not compromise from its strategy of spreading its transactions to the broader segments of the economy and creating a quality portfolio.

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 2014, capital of the Company is 461,5 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 2014, 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. 9 of financial statements.

Information on donations and grants made during the year:

Donations and grants made by the Company in 2014 are 500 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:

None.

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, Internal Control and Risk Management Units, 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, Internal Control and Risk Management Units, 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:

Our company’s action for the annulment of the already-paid administrational fine of TL 2,997 imposed on the company on 03 February 2012 by the Financial Crimes Investigation Board on grounds of violation of the Article 3 of the Law No. 5549 on Prevention of Laundering of Crime Revenues, was rejected. Upon the conclusion that our Company’s application to the Ministry of Justice to use its right of objection was justified, the subject file was sent to the Supreme Court. On 19.02.2014, the Penal Department 7 of the Supreme Court unanimously decided that our Company was imposed a sanction that was not stipulated under the laws and regulations and therefore ruled for the revocation of the fine, after which the referred sum was returned to the Company by the Financial Crimes Investigation Board.

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

During 2014 accounting period, the Company has been subject to a limited independent audit as of 30.06.2014, and to an independent audit as of 31.12.2014 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 DRT 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 2014 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 01.01.2014 – 31.12.2014, 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 2014 within the knowledge of the Company.”