Corporate Governance Principles Compliance Statement

In General

OECD Corporate Governance Principles issued in 1999 was reviewed in 2004 and 2015. The last review procedure was started as of by 2012, continued in 2014 and 2015 and was accepted by OECD Council in July 8 2015. G20/OECD Corporate Governance Principles were approved on 04-05.09.2015 in G20 Ministers and Central Governors Meeting in Ankara and on 15-16.09.2015 in G20 Leaders Summit in Antalya.

Accepted in Turkey by Capital Market Board’s decision No.35/835 dated 04.07.2013 and Capital Market Board has issued the Corporate Governance Principles. In order to constitute the harmonization between 2004 OECD Corporate Governance Principles and Capital Market Board Corporate Governance Principles, it has updated its’ own principles. Later on, considering the international developments, Capital Market Board has updated it in 2005, 2010 and 2011. In 2012 and 2013 changes have made five times on “Comminique About Designating and Application of Corporate Governance Principles” Serial:IV, No:56 that is issued and take effect on the Official Gazette No.28158 dated 30.12.2011. Lastly the Corporate Governance Comminique (II-17.1) was take effect that was issued on the Official Gazette No.28871 dated 03.01.2014. According to Capital Market Board’s decision No.2/35 dated 27.01.2014, on its’ Board Bulletin No.2014/2, the new format for Corporate Governance Principles Compliance Statement to be prepared in annex of annual reports regarding 2014, was announced. Our Corporate Governance Principles Compliance Statement is being submitted pursuant to this.

According to the last review by OECD in 2015, no update has been done by Capital Market Board yet.

As Garanti Investment Trust Inc;

Executing and carrying into effect the Corporate Governance Principles is important especially with respect to public companies. In accordacne with Capital Market Board’s decision No.48/1588 dated 10.12.2004, it’s considered appropriate for companies traded in BIST, starting from their annual reports of 2004, to include their compliance statements to such Corporate Governance Principles in their annual reports and if available their web sites. Pusuant to this thereto; Garanti Investment Trust Inc. is attentive to compliance to Corporate Governance Principles and in accordance with the legislations is adding Corporate Governance Principles Compliance Report to its’ Annual Report since 2004.

In order to comply with the legislation due to changes in regarding comminiques, Garanti Investment Trust Inc., by having opinions and require permissions of Capital Market Board and T.R. Ministry of Customs and Trade, has amended its’ articles of incorporation and make it in compliance with the principles.

Of articles of incorporation ;

The 3rd, 5th, 6th, 7th, 9th, 10th, 11th, 12th, 13th, 14th, 15th, 16th, 17th, 18th, 19th, 21st, 22nd, 23rd, 25th, 27th, 29th, 30th, 31st, 33rd, 34th, 35th and 37th articles were changed and the temporary article of the articles of incorporation was abrogated in 2011 Ordinary General Meeting held on 04.06.2012. Such changes were registered on 08.06.2012 and published on the Official Gazette issue No.8090 dated 14.06.2012 together with geeral meeting minute.

Changing the 3rd, 5th, 11th, 12th, 16th, 18th, 20th, 22nd, 23rd, 24th, 25th, 27th, 29th, 30th, 33rd, 34th, 36th articles and including the 39th article in the articles of incorporation was concluded in the 2012 Ordinary General Meeting held on  26.04.2013 and published on the Official Gazette isue No.8317 dated 10.05.2013 together with general meeting minute.

Changin the 6th, 8th, 9th, 10th, 12th, 13th, 15th, 16th, 21st, 25th, 26th, 31st, 33rd, 34th and 35th articles was concluded in the 2013 General Ordinary meeting held on 30.04.2014 and published on the Offical Gazette issue No.8575 dated 23.05.2014 together with general meeting minute.

Corporate Governance Principles Compliance Rating

Garanti Investment Trust Inc. has signed an agreemenet on 08.11.2012-06.11.2013- 06.11.2014 – 06.11.2015 with Kobirate Intenational Credit Rating and Corporate Governance Services Inc. that has offical authorisation to rate according to Capital Market Board’s Comminique of Principles on Rating Agencies in Capital Market Serial:VIII, No.51, in order to make prepared a Corporate Governance Principles Compliance Rating report.

Report belonging to validity period 21.01.2013-21.01.2014 was issued on 21.01.2013

Report belonging to validity period 31.12.2013-31.12.2014 was issued on 31.12.2013

Report belonging to validity period 26.12.2014-26.12.2015 was issued on 26.12.2014

Report belonging to validity period 25.12.2015-25.12.2016 was issued on 25.12.2015

and declared in Public Disclosure Platform www.kap.gov.tr

With the second evaluation our Corporate Governance Principles Compliance Grade has shown a % 7,4 increase and went up a high grade of 9,01 and was awarded as the establishment rising its’ grade most in a year in BIST Corporate Governance Index of Turkish Corporate Governance Association. This award was presented to Chairman of Board of directors Mr. Reha TANÖR in Turkish Corporate Governance Association (TKD) VII. International Corporate Governance Summit organized on 15.01.2014. One of sectors leaders Garanti Investment Trust Inc., pursuant to corporate structure of Dogus Group of which it’s affiliated to, has had the justified pride of having this award as a result of fully compliance to Corporate Governance Principles and showing it in practices.

In addition;

By using the new methodology set off as part of the principles in Corporate Governance Comminique (II-17.1) and revising the rating grades again, it has been designated as 9,02 and was announced in Public Disclosure Platform www.kap.gov.tr on 03.03.2014. Increase of our grade as a result of Corpoate Governance Principles Compliance Rating grade revision for conversion to the new methodology in 2013; our company has paid attention to immediately implement the things to be done exclusively in compliance with the Capital Market Board legislations. Even the companies’ grades that take place in BIST Corporate Governance Index holding Corporate Governance Principles Compliance Rating, has decreased as a result of this revision according to the new rating criteria, Garanti Investment Trust Inc. has increased is’ grade.

The improvement on the Corporate Governance Principles Compliance Rating grades of Garanti Investment Trust Inc., has confirmed that it’s considerably in compliance with the Capital Market Board Corporate Governance Principles and implemented the required policies and measures, it’s one of the best governance examples and it values the public and its’ shareholders. By taking part in the Corporate Governance Index since 2013, Garanti Investment Trust Inc. has proven its’ emphasis on corporate governance principles, its’ consistency to continously and dynamically carry out this course and its’ current Corporate Governance Principles Compliance grade is 9,32.

Corporate Governance Principles Compliance reports are available in our company web site www.gyo.com.tr throgh Investor Relations-Corporate Governance-Corporate Governance Principles Compliance Rating.

Compliance to Corporate Governance Principles

Garanti ınvestment Trust Inc. in accordance with the Article 5- (2) c) of Corporate Governance Comminique II-17.1, as announced in the Capital Market Bulletin No.2015/01 dated 13.01.2015, has taken place in the third group in BIST National Market in 2015.

On 01.01.2015–31.12.2015, as on previous periods, we declare that the company have followed the mandatory principles stated in the Corporate Governance Comminique (II-17.1) and no conflict of interest has occured between management, stakeholders and shareholders because of nonapplicable principles and that annual report and periodial financial statements is accurately representing the financial position of the company and that the company have fully abide by the legislations.

Corporate Governance Committee will continue its’ studies to make the intercorporate regulations required to be made according to the Corporate Governance Comminique (II-17.1) issued and take effect on the Offical Gazette issue No.28871 dated 3.1.2014, to be the best governance practices.

There’s no plan to make a change in management practices as part of the corporate governance principles.

Considering the developments and implementations on Capital Market Law No.6362, related comminiques of Capital Market Board and Turkish Code of Commerce No.6102 and other associated legislations, Garanti Investment Trust Inc. will continue to carry out required studies for compliance to Corporate Governance Principles.

In accordance with the Section II, Article 9 of Capital Market Board’s “Comminique of Principles on Finacial Reporting in Capital Market” pubished and taken effect on the Offical Gazette issue No.28676 dated 13.06.2013, States of responsibilites on financial reports along with the statements that;

1. Financial statement and annual reports are reviewed by themselves,
2. As part of the knowledges they have on tasks and responsibilities in the company, financial statement and annual report don’t include any incompletency resulting in a misstatement on important subjects or a misleading as of by the date of statement,
3. As part of the knowledges they have on tasks and responsibilities in the company, financial statements prepared in accordance with such Comminique is honestly representing the company’s -if any together with the ones under consolidation- assets, liabilities, financial position and info about profit and loss and annual report is honestly representing the development and performance of the business adn -if any together with the ones under consolidation- company’s financial position together with faced important risks and uncertainties,

Financial reports belonging to the period 01.01.2014-31.12.2014 were announced on 02.02.2015

Financial reports belonging to the period 01.01.2015-31.03.2015 were announced on 27.04.2015

Financial reports belonging to the period 01.01.2015-30.06.2015 were announced on 24.07.2015

Financial reports belonging to the period 01.01.2015-30.09.2015 were announced on 23.10.2015

in Public Disclosure Platform www.kap.gov.tr.

Prepared appropriately to the comminique (VII-128.5) on principles about performance presentation of individual portfolios and performance of collective investment enterprises, estimation based on performance and activities of rating and gradation of collective investment enterprises, Performance Presentation Report of 01.01.2015–30.06.2015 period was found in compliance with the legislation by DRT Independent Audit and Public Accountant Inc. and was announced in Public Disclousre Platform www.kap.gov.tr on 22.07.2015.

As for our Performance Presentation Report of 01.01.2015–31.12.2015 period was issued in Public Disclosure Platform on 28.01.2016 after the end of accounting period.

We declare that in conduct of Management and Execution of Garanti Investment Trust Inc., Corporate Governance Principles, Capital Market Law and all related legilsations are meticulously implemented, compliance with the principles are going better since 2015 with respect to shareholders, stakeholders and effectiveness of Public Disclosure and Board of Directors and no conflict of interest has been encountered about regardin Corporate Governance Principles.

We declare that, in order to constitute the best corporate governance practices, our committee will always meticulously continue to give amendatory advises to board of directors in cases considered necessary and both legislations about business life and developments regarding changed legislations updated by Capital Market Board will be meticulously followed up.

Corporate Governance Committee

Mustafa DOĞRUSOY         Remzi Murat RENA                                        Hasan Hüsnü GÜZELÖZ

President                                Member                                                               Member