Law of Establishment

ARTICLE 1 - (1) The purpose of this Law is to ensure that the Development and Investment Bank of Türkiye Inc. (the Bank) performs all development and investment banking functions in a competitive, dynamic, and efficient manner, including the supports for investments and projects geared toward sustainable growth in line with the nation's development targets, the effective utilization of capital and fund resources, the financing of domestic, foreign, and international joint ventures, as well as credit transactions based on profit-sharing or leasing models, all by employing modern development and investment banking instruments.

ARTICLE 2 - (1) The matters regarding the Bank's headquarters, purpose, resources, capital structure, governing bodies, accounts, scope of activity, and the distribution of profits are determined by its Articles of Association. (2) The Development Bank of Türkiye Inc., established under the Law No. 4456 on the Establishment of the Development Bank of Türkiye Inc., of October 14, 1999 as repealed by this Law, shall continue its operations as a development and investment bank under the title of Development and Investment Bank of Türkiye Inc. as of the effective date of this Law, without being subject to any legal proceedings.

ARTICLE 3 - (1) The Bank may be assigned tasks by Law or Presidential Decree, provided that resources are allocated in line with the development plan, programs, and strategic plans. The procedures and principles regarding such assignments, as well as the determination of the specific institution or organization's budget from which the required resources will be sourced, shall be established by the President.

ARTICLE 4 - (1) Bank personnel shall be employed under employment contracts in accordance with the provisions of the Labor Law No. 4857 of May 22, 2003. (2) Labor courts shall have jurisdiction over disputes arising between the Bank and employees subject to Law No. 4857. (3) The monthly salaries and other financial benefits of the personnel shall be determined by the General Assembly of the Bank. The General Assembly may delegate these powers to the Board of Directors. The Board of Directors is authorized to make decisions regarding all other matters related to personnel employment.

ARTICLE 5 - (1) The Development Fund of Türkiye, as a legal entity, is established for an indefinite period upon the registration of its Internal Bylaws, issued by the Bank, in the trade registry. (2) The establishment, structure, working procedures and principles, operations, management, transactions, reporting standards, internal audit, and other matters regarding the Development Fund of Türkiye and its sub-funds shall be determined by the Internal Bylaws of the Development Fund of Türkiye. The administrative, financial, and operational tasks and transactions of the Development Fund of Türkiye shall be carried out by the Bank.

ARTICLE 6 - (1) The structure and operations of the Development Fund of Türkiye and its sub-funds, as well as the Bank's activities related to the management of the Fund, are not subject to the Capital Markets Law No. 6362, dated December 6, 2012, or the secondary legislation enacted pursuant to said Law. In the issuance of capital market instruments, the methods prescribed in Law No. 6362 and the relevant legislation may be followed if deemed necessary by the Bank, specifically for each issuance. No Board fees or any other charges or expenses under any name shall be paid within the framework of Law No. 6362 regarding the tasks and transactions to be carried out by the Development Fund of Türkiye. (2) All papers issued regarding the transactions performed by the Development Fund of Türkiye and its sub-funds within the scope of their activities—including their establishment and registration processes, as well as the registration and announcement of their Internal Bylaws—are exempt from stamp duty; all their tasks and transactions are exempt from all types of fees; the amounts paid to bank and insurance transaction tax-payers, or any amounts received in their favor in cash or on account under any name, are exempt from banking and insurance transaction tax; and all types of credit utilization transactions are exempt from the resource utilization support fund. (3) The Development Fund of Türkiye and its sub-funds are exempt from income and corporate taxes. This exemption also covers tax withholdings on their earnings and revenues pursuant to the Income Tax Law No. 193, of December 31, 1960, and the Corporate Tax Law No. 5520, of June 13, 2006. (4) The Bank shall not be subject to the provisions regarding Consolidated Supervision and Consolidated Financial Reporting set forth in the Banking Law No. 5411, of October 19, 2005, and relevant legislation due to its shares in the Development Fund of Türkiye. (5) The audit of the companies and funds in which the Development Fund of Türkiye participates shall be conducted by the Court of Accounts, based on independent audit reports prepared in accordance with the relevant legislation and submitted exclusively to the Court of Accounts, by presenting the report prepared by the Court of Accounts to the Grand National Assembly of Türkiye.

ARTICLE 7 - (1) The Bank and its subsidiaries are not subject to the following: Travel Allowance Law No. 6245, of February 10, 1954; Law No. 132 on Certain Regulations Regarding the Turkish Standards Institute, of November 18, 1960; Law No. 195 on the Establishment of the Press Advertising Agency, of January 2, 1961; Vehicles Law No. 237, of January 5, 1961; State Tender Law No. 2886, of September 8, 1983; Public Housing Law No. 2946, of November 9, 1983; Decree-Law No. 233 on Public Economic Enterprises, of June 8, 1984; Decree-Law No. 399 on the Regulation of the Personnel Regime of Public Economic Enterprises and Repealing Certain Articles of Decree-Law No. 233, of January 22, 1990; Law No. 3624 on the Incentives and Exemptions of the Small and Medium Enterprises Development and Support Administration, of April 12, 1990; Decree-Law No. 527 Amending Certain Laws and Decree-Laws Regarding Civil Servants and Other Public Officials, of May 18, 1994; Decree-Law No. 631 on the Regulation of Financial and Social Rights of Civil Servants and Other Public Officials and Amending Certain Laws and Decree-Laws, of July 4, 2001, excluding Article 12; and the Public Procurement Law No. 4734, of January 4, 2002, excluding construction tenders. (2) The first paragraph of Article 53 of Law No. 5411 shall not apply to the Bank. The procedures and principles regarding the classification, monitoring, follow-up, provisioning ratios, and collateral of loans, which are otherwise determined by the Banking Regulation and Supervision Board pursuant to said article, shall be determined by the Board of Directors of the Bank. Special provisions set aside by the Bank shall benefit from the provisions of the second paragraph of Article 53 of Law No. 5411. (3) Bills, receipts, undertakings, contracts, letters of guarantee and assignment, letters of collateral and surety, letters and telegrams, debit notes, transfer, payment, dispatch, delivery, and collection orders, and all types of papers, records, books, account summaries, declarations, balance sheets, and operating account summaries to be received by the Bank from credit beneficiaries, as well as transactions involving movable pledges and real estate mortgages, bills to be issued by these companies to the order of the Bank, and rediscount bills related to credit transactions extended by the Bank are exempt from stamp duty, notary fees, and land registry fees. (4) No collateral requirement shall be sought for the Bank's requests for all types of preliminary injunctions, precautionary attachments, and stay of execution. (5) In cases where movable or immovable properties constituting the collateral for loans extended by the Bank or for the purchase and sale of immovable property in line with the Bank's objectives remain with the Bank through execution, bankruptcy, or private sale; all types of transactions regarding sale, transfer, and transition; transactions related to tenders entered; loans obtained from abroad including bond issuances and transactions related to these loans; collections made in deduction of extended loans; and lawsuits, proceedings, and requests initiated before courts and execution offices are exempt from collateral, stamp duty, inheritance and transition tax, banking and insurance transaction taxes, and all fees.

ARTICLE 8 - (1) The Law No. 4456 on the Establishment of the Development Bank of Türkiye Inc., of October 14, 1999, is hereby repealed. Any references made to Law No. 4456 in other legislation shall be deemed to have been made to this Law.

TEMPORARY ARTICLE 1 - (1) As of January 1, 2021, no personnel who are not subject to the provisions of Labor Law No. 4857 shall be employed at the Bank. d(2) During the restructuring process of the Bank, personnel who do not wish to work subject to Labor Law No. 4857 shall notify the Bank within ninety days following the date of the first General Assembly to be held after the effective date of this article. Such personnel shall be assigned to appropriate duties required by the Bank until they are appointed to a position in a public institution by the Ministry of Family, Labor, and Social Services. In accordance with the decisions of the Bank's Board of Directors, these personnel shall be reported to the Ministry of Family, Labor, and Social Services by September 30, 2020. It is not possible for personnel reported to the Ministry of Family, Labor, and Social Services to be re-employed at the Bank under any status. The appointment proposals for the personnel whose names are reported by the Bank shall be carried out by the Ministry of Family, Labor, and Social Services in accordance with the procedures and principles specified in the second, third, fourth, and fifth paragraphs of Article 22 of the Law No. 4046 on Privatization Practices, of November 24, 1994. Should such requests be insufficient, the Ministry of Family, Labor, and Social Services shall make appointment proposals ex officio using the same procedure. However, payments envisaged to be covered by the Privatization Fund pursuant to Article 22 of Law No. 4046 shall be covered by the Bank. The cadres and positions to which the personnel will be transferred shall be deemed to have been established, allocated, and authorized as of the date the appointment proposals are made to public institutions and organizations by the Ministry of Family, Labor, and Social Services, regardless of the provisions in other laws and without the need for any further action. Information regarding the personnel whose appointment has been processed, as well as any changes to this information, shall be reported to the Ministry of Family, Labor, and Social Services within fifteen days at the latest. The Ministry of Family, Labor, and Social Services and the Bank are authorized, within their respective jurisdictions, to resolve any doubts that may arise under this paragraph, to request necessary information and documents, to conduct research and examinations, and to guide the implementation. No severance or notice pay shall be paid to those to be transferred under this article from among the personnel employed within the scope of Temporary Article 2 of Law No. 4456, which is repealed by this Law; and their service periods forming the basis for severance pay shall be considered in the calculation of retirement bonuses or end-of-service compensation. (3) As long as the personnel who do not wish to work subject to Law No. 4857 continue to work at the Bank in line with the regulation in the second paragraph of this article, they shall continue to be employed with the social and personal rights pertaining to their current status and titles. Contracts shall be made with personnel in this scope by taking the annual increase rates applied to civil servants as a precedent. In the implementation of the provisions of the fourth and fifth paragraphs of Article 22 of Law No. 4046, the wages and other financial rights as of January 15 of that year for the duty and position of the personnel on the date they were reported to the Ministry of Family, Labor, and Social Services shall be taken as the basis. (4) Among the existing personnel of the Bank on the effective date of this article, those who wish to work at the Bank according to the provisions of Law No. 4857 shall be assigned to appropriate duties required by the Bank until they are appointed to a position and their wages and financial rights are determined pursuant to Article 4 of this Law; they shall continue to be employed with their current status, wages, and financial rights. Of these: a) Regarding those subject to the provisions of the Republic of Türkiye Pension Fund Law No. 5434, of June 8, 1949, pursuant to Temporary Article 4 of the Social Insurance and General Health Insurance Law No. 5510, of May 31, 2006; the affiliation of those who do not request to be insured according to subparagraph (a) of the first paragraph of Article 4 of Law No. 5510 within ninety days from the date they are transferred to worker status shall be maintained with Law No. 5434. In determining the retirement rights and obligations of those whose affiliation is maintained with Law No. 5434 in this manner, their cadres, duties, or positions previously taken as the basis for retirement rights and obligations shall continue to be considered. Furthermore, the periods spent during the continuation of affiliation in this manner shall be considered in the calculation of seniority increments, and their monthly degrees and levels shall continue to serve as the basis for retirement deductions, as provided in the general provisions. No severance pay shall be paid to these individuals for the periods worked at the Bank, and these periods shall be considered in the calculation of the retirement bonus. b) The insurance premiums and other rights and obligations regarding social security of those who request to be insured according to subparagraph (a) of the first paragraph of Article 4 of Law No. 5510, within ninety days from the date they are transferred to worker status, shall be determined according to the relevant provisions of Law No. 5510. c) Those who started their duties after the effective date of Law No. 5510 and whose earnings subject to insurance premiums were determined according to Article 80 of the same Law by being considered insured within the scope of subparagraph (c) of the first paragraph of Article 4 of the same Law, shall be considered insured within the scope of subparagraph (a) of the first paragraph of Article 4 of Law No. 5510, regardless of their request. d) In determining the service period forming the basis for severance pay to be paid to those falling within the scope of subparagraphs (b) and (c) of this paragraph whose employment contracts are terminated within the scope of Article 14 of the Labor Law No. 1475, of August 25, 1971, the service periods forming the basis for the retirement bonus shall also be considered. However, the severance pay to be paid to them for the service periods forming the basis for the retirement bonus cannot exceed the amount to be calculated based on the monthly elements forming the basis for retirement deductions on the date the individual's status prior to being transferred to worker status ended, and considering the coefficients on the date the employment contract ended. (5) The duties of the existing Chairman and members of the Board of Directors on the effective date of this article shall continue until new ones are elected by the General Assembly.

TEMPORARY ARTICLE 2 - (1) Among the Bank personnel who are entitled to retirement, the retirement bonuses of those who apply for retirement within one hundred and eighty days from the effective date of this article shall be paid in excess, as of the effective date of this Law, at the following rates: a) 30% for those who have a maximum of three years remaining until their mandatory retirement age, excluding those who have less than one year remaining; b) 40% for those who have more than three years but less than five years remaining until their mandatory retirement age; c) 50% for those who have five years or more remaining until their mandatory retirement age. (2) Retirement applications made pursuant to this article cannot be subject to any conditions and cannot be withdrawn. Personnel who retire within this scope cannot be employed at the Bank.

ARTICLE 9 - (1) This Law shall enter into force on the date of its publication.

ARTICLE 10 - (1) The provisions of this Law shall be executed by the President.