Corporate Governance
Independent Auditor's Report on the Board of Directors' Annual Activity Report
INDEPENDENT AUDITOR'S REPORT ON THE BOARD OF DIRECTORS' ANNUAL ACTIVITY REPORT
To the General Assembly of Ziraat Katilim Bankasi A.S.
1. Opinion
We have audited the annual activity report of Ziraat Katilim Bankasi A.S. (the "Bank") and its subsidiaries subject to consolidation (collectively referred to as the "Group") for the accounting period from 1 January 2025 to 31 December 2025.
In our opinion, the financial information contained in the Board of Directors' annual activity report, and the Board of Directors' analysis of the Bank's and the Group's position using the information in the audited unconsolidated and consolidated financial statements, are consistent, in all material respects, with the audited complete set of unconsolidated and consolidated financial statements and the information obtained during the independent audit, and present a true and fair view.
2. Basis for Opinion
Our independent audit was conducted in accordance with the provisions of the "Regulation on Independent Audit of Banks" published in the Official Gazette No. 29314 dated 2 April 2015 and the Independent Auditing Standards ("ISAs"), which form part of the Turkish Auditing Standards issued by the Public Oversight, Accounting and Auditing Standards Authority ("POA"). Our responsibilities under those standards are further described in the Independent Auditor's Responsibilities Relating to the Independent Audit of the Annual Activity Report section of our report. We declare our independence from the Bank and the Group in accordance with the Code of Ethics for Independent Auditors (including Independence Standards) ("Code of Ethics") issued by the POA and the ethical principles relevant to independent auditing. Other ethical responsibilities under the Code of Ethics and the applicable legislation have also been fulfilled by us. We believe that the audit evidence we have obtained during the independent audit provides a sufficient and appropriate basis for our opinion.
3. Our Auditor's Opinion on the Complete Set of Unconsolidated and Consolidated Financial Statements
We have expressed an unqualified opinion in our auditor's reports dated 16 February 2026 on the complete set of unconsolidated and consolidated financial statements of the Bank and the Group for the accounting period from 1 January 2025 to 31 December 2025.
4. Responsibility of the Board of Directors for the Annual Activity Report
The Management of the Bank and the Group is responsible for the following matters relating to the annual activity report, in accordance with Articles 514 and 516 of the Turkish Commercial Code No. 6102 ("TCC") and the "Regulation on the Procedures and Principles Regarding the Preparation and Publication of Annual Activity Reports by Banks" published in the Official Gazette No. 26333:
a) Preparing the annual activity report within the first three months following the balance sheet date and presenting it to the General Assembly.
b) Preparing the annual activity report in a manner that accurately, completely, directly, truthfully, and honestly reflects the course of the Bank's and the Group's operations for the year and their financial position in all aspects. In this report, the financial position is evaluated based on the financial statements. The report also clearly addresses the Group's development and the potential risks it may encounter. The Board of Directors' assessment on these matters is also included in the report.
c) The activity report also includes the following matters:
- Events of particular significance that occurred at the Bank after the end of the activity year,
- The Bank's research and development activities,
- Financial benefits such as salaries, bonuses, and premiums paid to the members of the Board of Directors and senior executives, allowances, travel, accommodation and entertainment expenses, in-kind and cash benefits, insurance, and similar guarantees.
When preparing the activity report, the Board of Directors also takes into consideration the secondary legislation issued by the Banking Regulation and Supervision Agency, the Ministry of Trade, and other relevant authorities.
5. Independent Auditor's Responsibilities Relating to the Independent Audit of the Annual Activity Report
Our objective is to express an opinion, within the framework of the TCC, the Communique, and the provisions of the "Regulation on Independent Audit of Banks" published in the Official Gazette No. 29314 dated 2 April 2015, on whether the financial information contained in the annual activity report and the Board of Directors' analysis using the information in the audited unconsolidated and consolidated financial statements are consistent with the Bank's and the Group's audited unconsolidated and consolidated financial statements and the information obtained during the independent audit, and whether they present a true and fair view, and to issue a report containing this opinion.
Our independent audit was conducted in accordance with the ISAs. These standards require that the independent audit be planned and performed to obtain reasonable assurance about whether the financial information in the activity report and the Board of Directors' analysis using the information in the audited unconsolidated and consolidated financial statements are consistent with the unconsolidated and consolidated financial statements and the information obtained during the audit, and whether they present a true and fair view, while ensuring compliance with ethical requirements.
PwC Bagimsiz Denetim ve
Serbest Muhasebeci Mali M'savirlik A.S.

Didem Demer Kaya, CPA
Engagement Partner
Istanbul, 11 March 2026
PwC Bagimsiz Denetim ve Serbest Muhasebeci Mali
M"savirlik A.S. Kili"ali Pasa Mah. Meclis-i Mebusan
Cad. No: 8 Galataport Istanbul D Blok Beyoglu/
Istanbul T: +90 (212) 326 6060 MERSIS No:
0-1460-0224-0500015
www.pwc.com.tr