Erdikler Yeminli Mali Müşavirlik Ltd. Şti.

(**) Excluding the non-resident corporations who maintain a permanent establishment or a permanent representative in Turkey.

(1)The interim certificates are also included within the scope of share certificates.

(2)The concept of "discharge" includes transactions concerning sale, swap, barter, contribution of capital in kind, transfer in return for a consideration, assignment, expropriation, nationalization, etc. (Income Tax Code Repeated Article 80)

(3) One year period: The period of 365 days is considered as 1 year period. The acquisition date of the shares that are acquired through the exercise of preemptive rights, and shares acquired gratuitously (from the adding of the profits or the capital reserves to the capital) is considered as the date of acquisition of the shares that have caused this acquisition process.

(4) For the rate of increase of Producers' Price Index ( ÜFE), in order to apply an indexation introduced through the amendment introduced in the Repeated Article 81 through Law No. 5281, it was envisaged that the minimum rate of increase will be 10%. However, this provision gains effectiveness as of 01.01.2006. In Temporary Article 67, it is stipulated that for the shares acquired prior to 01.91.2006, the provisions valid for the year 2005 shall apply. Hence, the condition of 10% shall not be sought

Real Persons

Entities

Nature

Resident

Non-Resident (*)

Resident

Non-Resident (*) (**)

Dividends that are Derived from Shares

· A withholding of 15% is applied by the company that distributes dividends. to a non-resident person (Excluding the gains specified in Temporary Article 62 of the Income Tax Code.) (1)

· ½ of the dividends derived from the resident firms are excluded from income tax.

· If the amount after the exclusion, together with the other capital gains and income from immovable property exceeds 25.000 TL, the income is declared (2)
· If the income is declared, the entire withholding can b offset against the income tax calculated..

·   A withholding of 15% is applied by the company that distributes dividends. to a non-resident person (Excluding the gains specified in Temporary Article 62 of the Income Tax Code.)

·   Withholding is the final tax burden.

·   Gain is not declared

· Is not subject to dividend withholding.

· Dividends derived from resident corporations are excluded from corporation tax.. (3)

·   A withholding of 15% is applied by the company that distributes dividends. to a non-resident person (Excluding the gains specified in Temporary Article 62 of the Income Tax Code.)

·   Withholding is the final tax burden

·   Gain is not declared

(**) Excluding the non-resident corporations who own permanent establishments and permanent representatives in Turkey..

(1) The Gains specified in Temporary Article 62, and that are not subject to dividend withholding are as follows

- Dividends that are related to account periods that have ended between 31.12.1998 and the previous years.

- The Gains on which investment allowance has been applied pursuant to the previous provisions.

(2) If the wages, capital gains and the income from immovable property that have been subject to withholding in Turkey and derived from more than one employers pursuant to Article 8671-c, exceed the limit of 25.000 TL specified in Article 103 of the same law, they need to be declared. However, in our opinion, the portion of 25.000 TL of the gains subjected to withholding pursuant to Article 67 of the Income Tax Code, should be disregarded in the determination of the declaration limit of 25.000 TL

Provided that certain conditions are fulfilled, the dividends derived from corporations of whose legal and business headquarters are outside Turkey are also excluded from corporation tax.