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Serial: I, No: 40 “The Communiqué on Principals Regarding

Registration and Sales of Shares with the Capital Markets

Board” Has Been Amended

Att. Nilay Çelebi

TheCapitalMarkets Board of Turkey (“Board”) has amended the “The

Communiqué on Principals Regarding Registration and Sales of Shares

with the Board, Serial: I, No: 40” (“Communiqué”). The communiqué

Serial: I, No: 43 amending the Communiqué has been announced in the

Official Gazette numbered 27960, on June 10, 2011.

It should be noted that under the Capital Markets Law of Turkey

shares to be offered to the public are required to register with the Board

and if the number of shareholders exceed 250, the shares of a corporation

deemed to be offered to the public or floating on the stock market

automatically. The Communiqué regulates the principles regarding the

registration of shares which the companies deemed as public because of

the number of shareholders exceeding 250, registration of shares with the

Board that the companies already held or issued through capital increase,

as well as the public offering and sale of such shares. The Communiqué

also sets forth the principles regarding sale to the qualified investment

managers or financial advisers, and private placement of shares of the

public companies and the companies which will be listed on the secondary

market- emerging companies market (“ECM”), pre-placement, offering

circular in short all principles regarding the public offering.

As mentioned above the Communiqué has been amended by the

communiqué Serial: I, No: 43 and you may find below the new principles

set out after such amendment.

Article of June 2011