1

The Communiqué on the Amendments to the Communiqué Regarding the Decree numbered 32 on the Protection of the Value of Turkish Currency Has Been Published

“The Communiqué on the Amendments to the Communiqué Regarding the Decree numbered 32 on the Protection of the Value of Turkish Currency (Communiqué No. 2018-32/51)” (the “Amending Communiqué”) has been published in the Official Gazette dated 6 October 2018 and numbered 30557, and entered into force as of its publication date.

The Amending Communiqué sets forth the details for the amendments to the “Communiqué Regarding the Decree numbered 32 on the Protection of the Value of Turkish Currency” (the “Communiqué”) introduced by the Presidential Decree numbered 85 which is published in the Official Gazette dated 13 September 2018 and numbered 30534. The principles of the amendments introduced by the Amending Communiqué are the following:

Types of Agreements Which Cannot be Executed in Foreign Currency or as Indexed to Foreign Currency:

The sales value and the other contractual financial obligations in the agreements executed by and between real and/or legal entities residing in Turkey on the sales of the residential premises and roofed workplaces cannot be determined in foreign currency or as indexed to foreign currency for the real properties located within the boundaries in Turkey, including the real properties located in the free zones.

The rental value and the other contractual financial obligations in the agreements executed by and between the real and/or legal entities residing in Turkey on the lease of the residential premises and roofed workplaces cannot be determined in foreign currency or as indexed to foreign currency for the real properties located within the boundaries in Turkey, including the real properties located in the free zones.

The agreement value and the other contractual financial obligations in the employment agreements executed by and between the real and/or legal entities residing in Turkey cannot be determined in foreign currency or as indexed to foreign currency, excluding the agreements to be executed abroad.

The agreement value and the other contractual financial obligations in the service agreements executed by and between the real and/or legal entities residing in Turkey cannot be determined in foreign currency or as indexed to foreign currency, including the consulting, carriage and brokerage agreements. Exceptions to this provision are the following:

i. Service agreements signed by the real persons which are not citizens of Turkey.

ii. Service agreements to be executed within the scope of sales and deliveries considered as export, transit trade, import and foreign exchange earning activities and services.

iii. Service agreements executed within the scope of the activities to be performed abroad by the real and/or legal entities residing in Turkey.

iv. Service agreements regarding the electronic communication executed by and between the real and/or legal entities residing in Turkey which are commenced in Turkey and concluded abroad or vice versa.

The agreement value and the other contractual financial obligations in the construction agreements executed by and between the real and/or legal entities residing in Turkey cannot be determined in foreign currency or as indexed to foreign currency, excluding the building, repairment and maintenance of the vessels defined in Turkish International Vessel Registry Law dated 16 December 1999 and numbered 4490 and the Law on the Amendments to the Decree-Law numbered 491.

2

Types of Agreements Which May Be Determined in Foreign Currency or as Indexed to Foreign Currency

The sales value and the other contractual financial obligations in the sales agreements executed by and between the real and/or legal entities residing in Turkey for the sale of the movables may be determined in foreign currency or as indexed to foreign currency, excluding the sales agreements for the vehicles including the heavy equipment.

The rent value and the other contractual financial obligations in the rental agreements executed by and between the real and/or legal entities residing in Turkey for the rent of the movables may be determined in foreign currency or as indexed to foreign currency, excluding the rental agreements for the vehicles including the heavy equipment.

The agreement value and the other contractual financial obligations in the financial leasing agreements executed by and between the real and/or legal entities residing in Turkey may be determined in foreign currency or as indexed to foreign currency for the financial lease of the vessels defined in the Turkish International Vessel Registry Law dated 16 December 1999 and numbered 4490 and the Law on the Amendments to the Decree-Law numbered 491.

The agreement value and the other contractual financial obligations in the service and license agreements executed by and between the real and/or legal entities residing in Turkey may be determined in foreign currency or as indexed to foreign currency for the hardware and software or the software developed abroad within the scope of information technologies.

The agreement value and the other contractual financial obligations in the financial leasing agreements executed by and between the real and/or legal entities residing in Turkey may be determined in foreign currency or as indexed to foreign currency for the loans procured both domestically and abroad within the scope of the Decree numbered 32 on the Protection of the Value of Turkish Currency (the “Decree”).

The agreement value and the other contractual financial obligations in the employment agreements executed by the real persons residing in Turkey who do not have Turkish citizenship may be determined in foreign currency or as indexed to foreign currency.

The agreement value and the other contractual financial obligations in the agreements executed by the governmental institutions and organizations, and Turkish Armed Forces Foundation may be determined in foreign currency or as indexed to foreign currency, excluding the real property sales and rental agreements, and the employment agreements.

The agreement value and the other contractual financial obligations in the agreements executed by and between the contractors and third parties may be determined in foreign currency or as indexed to foreign currency only within the scope of the execution of the public tenders, agreements and international treaties executed in foreign currency or as indexed to foreign currency where the governmental institutions and organizations are parties of, excluding the real property sales and rental agreements, and the employment agreements.

The agreement value and the other contractual financial obligations in the agreements executed by the banks with respect to the transactions of the Ministry of Treasury and Finance regarding the Public Finance and Debt Management Law dated 28 March 2002 and numbered 4749, may be determined in foreign currency or as indexed to foreign currency.

Provided that the provisions of the Decree are reserved, the capital market instruments (including the foreign capital market instruments and depositary receipts, and foreign investment fund shares) may be issued and/or traded in foreign currency or as indexed to foreign currency, or the obligations regarding such transactions may be determined in foreign currency or as indexed to foreign currency within the framework of the Capital Markets Law numbered 6362, and the secondary legislation with respect to the aforementioned law.

3

The agreement value and other contractual financial obligations in the employment and service agreements executed by the branches, representation or liaison offices of the real or legal entities that do not reside in Turkey or companies in which they directly or indirectly hold 50% or more of the shares, may be determined in foreign currency or as indexed to foreign currency.

The agreement value and other contractual financial obligations in the employment and service agreements executed by the companies operating in the free zones, within the scope of their operations in the free zones may be determined in foreign currency or as indexed to foreign currency.

The agreement value and other contractual financial obligations in the agreements executed by the Turkish-resident commercial airline companies operating in transportation of passengers, freight and mails, the companies providing technical maintenance to means of aerial transportation, engines and their components, public or private legal entities institutions that operate on ground services in airports within the scope of civil aviation legislation, or their companies and associations they directly or indirectly hold 50% or more of the shares, may be determined in foreign currency or as indexed to foreign currency, excluding the real property sales and rental agreements, and employment agreements.

The Determination of the Scope of Being a Resident in Turkey

Pursuant to the Amending Communiqué, the branches, representation or liaison offices of Turkish residents located abroad, their funds which they operate or manage, companies that they hold the 50% or more of the shares, and companies which they directly or indirectly own shall be accepted as the residents in Turkey.

The Determination of the Exchange Rate of Turkish Lira

Within the scope of the amendments to the Decree, in the event of the parties cannot mutually agree on the exchange rates to be applied to the agreement values or other contractual financial obligations either in foreign currency or as indexed to foreign currency shall be determined by applying the monthly consumer price index rate (“CPI”) on the date of redetermination which set by the Turkish Statistical Institute (“TSI”) for each month to the exchanged amount in Turkish currency that calculated based on the indicative effective selling rate on 2 January 2018 announced by the Central Bank of the Turkish Republic.

The Principles on the Exchange of Rental Values of the Residential Premises and Roofed Workplaces

It is stipulated that the agreement values which are determined in foreign currency or as indexed to foreign currency regarding rental agreements of residential premises and roofed workplaces which are signed before 13 September 2018 which is the publication date of the provisional article 8, shall be determined in Turkish currency for two (2) years’ period according to principles stipulated hereinabove.

However, in the event of the parties cannot mutually agree to determine the rental value according to the principles indicated hereinabove on the date of the determination to stay in effect for one (1) year period following the rent year the determination has been made, it is stipulated that the rental value shall be increased based on the monthly changing rates of the CPI that are determined by the TSI for each month from the date of determination until the end of such rental year.

In the event of the parties cannot mutually agree to determine rental amount in TL regarding upcoming rental year, the rental amount for the upcoming rental period shall be determined by increasing the previous rental amount on the basis of the monthly CPI rate and such rental amount shall be valid until the end of two (2) years’ period.

In addition to that, the provisions regarding the exchange of agreement values regarding the rental agreements of the residential premises and roofed workplaces shall not be implemented to collected or deferred debts.

4

Other Provisions

The Amending Communiqué indicates that the value of the securities issued within the scope of the agreements indicated hereinabove which cannot be determined in foreign currency or as indexed to foreign currency shall not be determined in foreign currency or as indexed to foreign currency.

It is indicated that the agreements indexed to precious metals where values are determined as foreign currency in international markets and/or indexed to commodity and/or indexed to foreign currency indirectly shall be considered as an agreement indexed to foreign currency within the scope of the Decree.

It is indicated that it is not required to determine the agreement values and other contractual financial obligations in Turkish currency of rental agreements for the vehicles including construction vehicles, and the other agreements excluded from the amendments introduced with the Amending Communiqué which signed before 13 September 2018, the publication date of the Presidential Decree No. 85 introduced the amendments to the Communiqué.

However, it is stipulated that it is required to determine the agreement values and other contractual financial obligations in Turkish currency of the agreements specifically indicated in the Amending Communiqué and other agreements excluding the agreements stated in the previous paragraph.

In the event that the parties who are granted exemption request to make their new agreements in Turkish currency or request to redetermine their present agreement values in Turkish currency which have been executed in foreign currency or indexed to foreign currency, the agreement values shall be determined in Turkish currency.

In order to access the full text of the Amending Communiqué, please click here.

MORAL & PARTNERS Aslı Pamukkale, Of Counsel

Karaca Kacar, Senior Associate Duygu Bozkurt, Associate

Hande Solak, Associate Asu Motur, Associate

5

1. Review of the Provisions of the Amending Communiqué with respect to Companies with Foreign Capital

The agreement value and other contractual financial obligations in the employment and service agreements executed by the branches, representation or liaison offices of the real or legal entities that do not reside in Turkey or companies in which they directly or indirectly hold 50% or more of the shares, may be determined in foreign currency or as indexed to foreign currency.

No further regulations have been introduced by the Amending Communiqué with respect to the companies with foreign capital.

2. Review of the Provisions of the Amending Communiqué with Respect to Companies Operating in Free Zones

The rental or sales value and the other contractual financial obligations in the agreements executed by and between the real and/or legal entities residing in Turkey on the rent or sales of the residential premises and roofed workplaces cannot be determined in foreign currency or as indexed to foreign currency for the real properties located within the boundaries in Turkey, including the real properties located in the free zones.

The agreement value and other contractual financial obligations in the employment and service agreements executed by the companies operating in the free zones, within the scope of their operations in the free zones may be determined in foreign currency or as indexed to foreign currency.

No further regulations have been introduced by the Amending Communiqué with respect to the companies operating in free zones.

3. Review of the Provisions of Amending Communiqué with Respect to Governmental Institutions and Organisations Operating in Defence Industry

The agreement value and the other contractual financial obligations in the agreements executed by the governmental institutions and organizations, and Turkish Armed Forces Foundation regarding the real property sales and immovable rental agreements cannot be determined in foreign currency or as indexed to foreign currency.

No further regulations have been introduced by the Amending Communiqué with respect to other agreements to be executed by governmental institutions and organisations operating in the defence industry.

4. Review of the Provisions of the Amending Communiqué with Respect to Basic Agreement Types

4.1. Employment Agreements: The agreement value and the other contractual financial obligations in the employment agreements executed by and between the real and/or legal entities residing in Turkey excluding the agreements to be executed abroad cannot be determined in foreign currency or as indexed to foreign currency. In addition, the agreement value and the other contractual financial obligations in the employment agreements executed by the governmental institutions and organizations, those where companies of Turkish Armed Forces Foundation and those executed by their contractors with third parties cannot be determined in foreign currency or as indexed to foreign currency.

The agreement value and other contractual financial obligations in the employment agreements executed by the Turkish-resident commercial airline companies operating in transportation of passengers, freight and mails, the companies providing technical maintenance to means of aerial transportation, engines and their components, public or private legal entities institutions operating on ground services in airports which obtain operating licence or those which are authorized within the scope of civil aviation legislation, or their companies and associations they directly or indirectly hold 50% or more of the shares, cannot be determined in foreign currency or as indexed to foreign currency.

6

The agreement value and the other contractual financial obligations in the employment agreements executed by the real persons residing in Turkey who do not have Turkish citizenship or who are parties to such agreement may be set in foreign currency or as indexed to foreign currency.

The agreement value and other contractual financial obligations in the employment agreements executed by the branches, representation or liaison offices of the real or legal entities that do not reside in Turkey or the companies which they directly or indirectly hold 50% or more of the shares, and the companies operating in the free zones, may be determined in foreign currency or as indexed to foreign currency.

4.2. Service Agreements: The agreement value and the other contractual financial obligations in the service agreements executed by and between the real and/or legal entities residing in Turkey cannot be determined in foreign currency or as indexed to foreign currency regarding the consulting, carriage and brokerage agreements, except (i) the service agreements that are signed by the real persons who are not citizens of Turkey, (ii) the service agreements to be executed within the scope of sales and deliveries considered as export, transit trade, import and foreign exchange earning activities and services, (iii) the service agreements executed within scope of the activities to be performed abroad by the real and/or legal entities residing in Turkey, (iv) the service agreements regarding the electronic communication executed by and between the real and/or legal entities residing in Turkey which are commenced its execution in Turkey and concluded abroad or vice versa, and (v) the license and service agreements regarding the hardware and software or the software developed abroad within scope of information technologies.

The agreement value and other contractual financial obligations in the service agreements executed by the branches, representation or liaison offices of the real or legal entities that do not reside in Turkey or the companies which they directly or indirectly hold 50% or more of the shares, and the companies operating in the free zones, may be determined in foreign currency or as indexed to foreign currency.

4.3. Rental Agreements for Movable Assets: The rental value and the other contractual financial obligations in the rental agreements executed by and between the real and/or legal entities residing in Turkey for the rent of the vehicles including construction vehicles (including the products and goods) cannot be determined in foreign currency or as indexed to foreign currency. The rental value and the other contractual financial obligations in the rental agreements executed by and between the real and/or legal entities residing in Turkey for the rent of other movables (including the products and goods) may be determined in foreign currency or as indexed to foreign currency.

4.4. Sales Agreements for Movable Assets: The sales value and the other contractual financial obligations in the sales agreements executed by and between the real and/or legal entities residing in Turkey for the sales of the vehicles including construction vehicles (including the products and goods) cannot be determined in foreign currency or as indexed to foreign currency. However, the sales value and the other contractual financial obligations in the sales agreements executed by and between the real and/or legal entities residing in Turkey for the sales of other movables and hardware developed abroad within scope of information technologies may be determined in foreign currency or as indexed to foreign currency.

4.5. Real Property Rental Agreements: The rental value and the other contractual financial obligations in the agreements executed by and between the real and/or legal entities residing in Turkey on the rent of the residential premises and roofed workplaces cannot be determined in foreign currency or as indexed to foreign currency for the real properties located within the boundaries in Turkey, including the real properties located in the free zones. In addition, the agreement value and the other contractual financial obligations in the real property rental agreements executed by the governmental institutions and organizations, Turkish Armed Forces Foundation and those executed by their contractors with third parties cannot be determined in foreign currency or as indexed to foreign currency.

The agreement value and other contractual financial obligations in the real property rental agreements executed by the Turkish resident commercial airline companies operating in transportation of passengers, freight and mails, companies providing technical maintenance to means of aerial

7

transportation, engines and their components, public or private legal entities institutions that operate on ground services in airports within the scope of civil aviation that are granted operation licence or are authorized, or their companies and associations they directly or indirectly hold 50% or more of the shares, cannot be determined in foreign currency or as indexed to foreign currency.

4.6. Real Property Sales Agreements: The sales value and the other contractual financial obligations in the sales agreements executed by and between the real and/or legal entities residing in Turkey on the sales of the residential premises and roofed workplaces cannot be determined in foreign currency or as indexed to foreign currency for the real properties located within the boundaries in Turkey, including the real properties located in the free zones. In addition, the agreement value and the other contractual financial obligations in the real property sales agreements executed by the governmental institutions and organizations, Turkish Armed Forces Foundation and those executed by their contractors with third parties cannot be determined in foreign currency or as indexed to foreign currency.

The agreement value and other contractual financial obligations in the real property rental agreements executed by the Turkey-resident commercial airline companies operating in transportation of passengers, freight and mails, the companies provide technical maintenance to means of aerial transportation, engines and their components, public or private legal entities institutions that operating on ground services in airports within the scope of civil aviation legislation that are granted operation licence or are authorized, or their companies and associations they directly or indirectly hold 50% or more of the shares, cannot be determined in foreign currency or as indexed to foreign currency.

4.7. Construction Agreements: The agreement value and the other contractual financial obligations in the construction agreements excluding the building, repairment and maintenance of the vessels defined in Turkish International Vessel Registry Law dated 16 December 1999 and numbered 4490 and the Law on the Amendments to the Decree-Law numbered 491 executed by and between the real and/or legal entities residing in Turkey cannot be determined in foreign currency or as indexed to foreign currency.

4.8. Leasing (Financial Leasing) Agreements: The agreement value and the other contractual financial obligations in the leasing agreements executed by and between the real and/or legal entities residing in Turkey may be determined in foreign currency or as indexed to foreign currency for the financial lease of the vessels defined in the Turkish International Vessel Registry Law dated 16 December 1999 and numbered 4490 and the Law on the Amendments to the Decree-Law numbered 491 and there does not exist any other regulation regarding leasing agreements in the Amendment Communiqué.

5. Review of the Provisions of the Amending Communiqué in terms of the Contracting Parties

5.1. Agreements that Both Parties are Residents of Turkey

The following agreements are prohibited by the Amending Communiqué to execute the agreement values and the other contractual financial obligations in foreign currency or as indexed to a foreign currency:

The real property sales and rental agreements the residential premises and roofed workplaces, and the properties located in the free zones

The employment agreements, excluding the agreements to be executed abroad

Service agreements including the consulting, carriage and brokerage agreements,

the service agreements to be executed within the scope of sales and deliveries considered as export, transit trade, import and foreign exchange earning activities and services, and service agreements excluding service agreements executed within scope of the activities to be performed abroad

8

Construction agreements excluding the construction, repairment and maintenance of the vessels defined in Turkish International Vessel Registry Law dated 16 December 1999 and numbered 4490 and the Law on the Amendments to the Decree-Law numbered 491

Service agreements regarding electronic communication excluding those commencing within Turkey and ending abroad and vice versa

Sale and rental agreements for vehicles including construction vehicles

The agreement value and other contractual financial obligations in the real property rental and sale agreements and employment agreements executed with residents in Turkey by the commercial airline companies operating in transportation of passengers, freight and mails, the companies providing technical maintenance to means of aerial transportation, engines and their components, public or private legal entities institutions operating on ground services in airports within the scope of civil aviation legislation that are granted operation licence or authorized, or their companies and associations they directly or indirectly hold 50% or more of the shares which are resident in Turkey cannot be determined in foreign currency or as indexed to foreign currency.

5.2. Agreements that One of the Parties is Resident of Turkey

No specific provisions have been introduced for the agreements that one of the parties is resident of Turkey.

5.3. Agreements that One of the Parties is not a Turkish Citizen but who are Resident of Turkey

The agreement value and the other contractual financial obligations in the employment agreements executed by the real persons residing in Turkey who do not have Turkish citizenship may be determined in foreign currency or as indexed to foreign currency.

5.4. Agreements that Will be Signed by Non-Residents of Turkey

The agreement value and other contractual financial obligations in the employment and service agreements executed by the branches, representation or liaison offices of the real or legal entities that do not reside in Turkey or the companies which they directly or indirectly hold 50% or more of the shares, may be determined in foreign currency or as indexed to foreign currency.

5.5. Agreements that Will be Signed by and/or With Turkish Governmental Institutions and Organizations

The agreement value and the other contractual financial obligations in the employment, real property sales and rental agreements executed by the governmental institutions and organizations and Turkish Armed Forces Foundation cannot be determined in foreign currency or as indexed to foreign currency. No further regulations have been introduced by the Amending Communiqué with respect to the agreements to be signed by the governmental institutions and organisations.

The agreement value and the other contractual financial obligations in the agreements executed by and between the contractors and third parties may be determined in foreign currency or as indexed to foreign currency only within the scope of the execution of the public tenders, agreements and international treaties executed in foreign currency or as indexed to foreign currency where the governmental institutions and organizations are parties of, excluding the real property sales and rental agreements, and the employment agreements.

5.6. Agreement that Will be Signed by the Companies Operating in Aviation Industry

The agreement value and other contractual financial obligations in the employment, real property sales and rental agreements executed by the Turkey-resident commercial airline companies operating in transportation of passengers, freight and mails, the companies provide technical maintenance to means of aerial transportation, engines and their components, public or private legal entities institutions that

9

operating on ground services in airports within the scope of civil aviation legislation that are granted operation licence or are authorized, or their companies and associations they directly or indirectly hold 50% or more of the shares, cannot be determined in foreign currency or as indexed to foreign currency .

10

Annexe.1: The Agreements that are Prohibited to be Executed in Foreign Currency or as Indexed to Foreign Currency as per Amending Communiqué:

Real property sales agreements including the residential premises and roofed workplaces, and the properties located in free zones (art. 8.1)

Real property rental agreements including the residential premises and roofed workplaces, and the properties located in free zones (art. 8.2)

Employment agreements excluding the ones to be executed abroad (art. 8.3)

Service agreements including brokerage, transportation and consulting (art. 8.4)

Construction agreements excluding construction, repair and maintenance of the vessels defined in the Turkish International Vessel Registry Law No 4490 dated 16 December 1999 and the Law on the Amendments on the Decree Law No. 491 (art. 8.5)

11

Annexe.2: The Exceptions of the Agreements that are Prohibited to be Executed in Foreign Currency or as Indexed to Foreign Currency as per Amending Communiqué:

(i). The service agreements that are signed by the real persons resident in Turkey with persons which are not citizens of Turkey, (art. 8.4.a)

(ii). The service agreements to be executed by persons resident in Turkey within the scope of sales and deliveries considered as export, transit trade, import and foreign exchange earning activities and services (art. 8.4.b.)

(iii). The service agreements executed within the scope of the activities to be performed abroad by the real and/or legal entities residing in Turkey (art. 8.4.c)

(iv). The service agreements regarding the electronic communication executed by and between the real and/or legal entities residing in Turkey which are commenced its execution in Turkey and concluded abroad or vice versa (art. 8.4.ç)

12

Annexe.3: Agreements that are Explicitly Permitted to be Executed in Foreign Currency or as Indexed to Foreign Currency as per Amending Communiqué

(i). Agreements Executed by and between the Real and/or Legal Entities Residing in Turkey

Moveable sales agreements excluding the vehicles and construction vehicles (art. 8.6)

Moveable rental agreements excluding the vehicles and construction vehicles (art. 8.7)

Sales agreement regarding the hardware produced abroad within the scope of electronic communication and licence and service agreements regarding hardware and software (art. 8.8)

Financial Leasing agreements for the vessels defined in the Turkish International Vessel Registry Law dated 16 December 1999 and numbered 4490 and the Law on the Amendments to the Decree-Law numbered 491. (art.8.9)

leasing agreements executed by and between the real and/or legal entities residing in Turkey may be executed in foreign currency or as indexed to foreign currency for the loans procured both domestically and abroad within the scope of the Decree (art. 8.10)

Agreements executed by the governmental institutions and organizations, and the Turkish Armed Forces Foundation, excluding the real property sales and rental agreements, and the employment agreements (art.8.12)

Agreements executed by and between the contractors and third parties within the scope of the execution of the public tenders, agreements and international treaties executed in foreign currency or as indexed to foreign currency where the governmental institutions and organizations are parties of, excluding the real property sales and rental agreements, and the employment agreements (art. 8.13)

Agreements executed by the banks with respect to the transactions of the Ministry of Treasury and Finance regarding the Public Finance and Debt Management Law dated 28 March 2002 and numbered 4749 (art. 8.14)

Employment and service agreements executed by the companies operating in the free zones, within the scope of their operations in the free zones (art. 8.16)

Employment, real property sales and rental agreements executed by the Turkey-resident commercial airline companies operating in transportation of passengers, freight and mails, the companies provide technical maintenance to means of aerial transportation, engines and their components, public or private legal entities institutions that operating on ground services in airports within the scope of civil aviation legislation that are granted operation licence or are authorized, or their companies and associations they directly or indirectly hold 50% or more of the shares. (art. 8.17)

(ii). Agreements that One of the Parties is not a Turkish Citizen but who are Resident in Turkey

Employment Agreements (art.8.11)

Employment and service agreements executed by the companies operating in the free zones, within the scope of their operations in the free zones (art 8.16)

(iii). Agreements Signed by Non-Residents of Turkey

Employment and service agreements executed by the branches, representation or liaison offices of the real or legal entities that do not reside in Turkey or the companies which they directly or indirectly hold 50% or more of the shares. (art. 8.16)

13

Annexe.4: Table

Parties Agreement Type Real Property Sales Agreements Real Property Rental Contracts Employment Agreements1 Service Agreements2 Construction Agreements3 Movable Sales Agreements4 Moveable Rental Agreementss4 Financial Leasing Agreements5

Agreements executed by and between the Real and/or

Legal Entities Residing in TurkeyTRY TRY TRY TRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY

Agreements executed by the Real Persons Residing in

Turkey Who Do Not Have Turkish Citizenship 7TRY TRY FOREIGN CURRENCY/TRY TRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY

Agreements executed by the Real and/or Legal

Entities That Do Not Reside in TurkeyTRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY

Agreements executed by the Governmental

Instutuitons and Organizations of the Rebuplic of

Turkey (including Turkish Armed Forces

Foundation)8

TRY TRY FOREIGN CURRENCY/TRY* FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY

Agreements executed by the Companies Operating in

Aviation IndustryTRY TRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY

Agreements executed by the Foreign Invested

Companies7TRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY

Agreements executed by the Companies Operating in

Free Zones9TRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY/TRY TRY FOREIGN CURRENCY/TRY FOREIGN CURRENCY FOREIGN CURRENCY/TRY

FOOTNOTES

* It is prohibited to determine the agreement values and other contractual financial obligations of the employment agreements executed by and between the contractors and third parties in foreign currency or as indexed to foreign currency within the scope of the execution of the public tenders, agreements and international treaties executed in foreign currency or as indexed to foreign

10) This rule also applies to the agreements executed by and between the contractors and third parties only within the scope of the execution of the public tenders, agreements and international treaties executed in foreign currency or as indexed to foreign currency where the governmental institutions and organizations are a party of.

9) This is valid on the point of the branches, representation or liaison offices of the real and/or legal entities that residing in Turkey or the companies which they directly or indirectly hold 50% or more of the shares.

8) The branches, representation or liaison offices of the real and/or legal entities that residing in Turkey or the companies which they directly or indirectly hold 50% or more of the shares shall be considered as residing in Turkey.

7) Contracts that where the banks are contracting parties with respect to transactions performed within the scope of the Law on the Regulation of Public Financing and Debt Management numbered 4749

6) The leasing agreements executed for the financial lease of the vessels defined in the Turkish International Vessel Registry Law dated 16 December 1999 and numbered 4490 and the Law on the Amendments to the Decree Law numbered 491, and the loans procured both domestically and abroad within the scope of the Decree.

4) The construction agreements excluding the excluding the agreements on the constructions, repairment and maintenance of the vessels defined in Turkish International Vessel Registry Law dated 16 December 1999 and numbered 4490 and the Law on the Amendments to the Decree Law numbered 491.

(v) The service agreements executed within scope of the activities to be performed abroad by the real and/or legal entities residing in Turkey

(iv) The service agreements to be executed within the scope of sales and deliveries considered as export, transit trade, import and foreign exchange earning activities and services

(iii) The service agreements signed by the real persons who are not citizens of Turkey

(ii) The service agreements regarding the electronic communication executed by and between the real and/or legal entities residing in Turkey which are commenced its execution in Turkey and concluded abroad or vice versa

(i) The license and service agreements executed by and between the real and/or legal entities residing in Turkey regarding the hardware and software or the software developed abroad within scope of information technologies.

3) Brokerage, transportation and consulting agreements are included in service agreements. The exception of service agreements which can be executed in a foreign currency or foreign currency indexed;

2) Excluding the employment agreements to be executed abroad by the real and/or legal persons residing in Turkey.

7. While reading the table it is important to pay attention to the footnotes. Due to the fact that there are lots of exceptions regarding types and the parties of the agreements in the scope of the Amending Communiqué. Exceptions and special conditions have been indicated in the footnotes.

5. In the scope of the table, the cases where the agreement value and the other contractual financial obligations cannot be determined in foreign currency or as indexed to foreign currency have been indicated as “TRY”, and the cases where the agreement value and other contractual financial obligations may be determined in foreign currency or as indexed to foreign currency have

4. There is no requirement for the redetermination of the agreement values and other contractual financial obligations in the rental agreements including the vehicles and construction vehicles executed before 13 September 2018, the effective date of the Provisional Article 8 of the Decree.

2. As per agreements stated as in foreign currency or as indexed to foreign currency in the table, the effective agreements that its agreement values and other contractual financial obligations have been determined in foreign currency or as indexed to foreign currency must be redetermined in Turkish currency in thirty (30) days starting from the 13 September 2018, the date that the

3. No requirements have been brought on the redetermination of the agreement values and the other contractual financial obligations for the agreements excluded in the Amending Communiqué and executed before 13 September 2018, the effective date of the Provisional Article 8 of the Decree.

HOW TO READ THE TABLE?

1. The table has only been prepared for the agreements types and contractual parties specifically indicated in the Amending Communiqué, and does not contain information regarding the other subjects (i.e. capital market instruments) regulated in the Amending Communiqué.

FOREIGN CURRENCY/TRY

FOREIGN CURRENCY/TRY

FOREIGN CURRENCY/TRY

Banking Agreements6

FOREIGN CURRENCY/TRY

FOREIGN CURRENCY/TRY

FOREIGN CURRENCY/TRY

FOREIGN CURRENCY/TRY

1) Within the scope of the Turkish Law, real property sales agreements are special agreements that require an offical form to execute. Therefore, the agreement indicated here is the preliminary sales agreement for the real property, in our opinion.

6. Subjects that have not been directly regulated under the Amending Communiqé but which could be interpreted from the wording of the Amending Communiqué and due to the logic of the law, have been indicated with "red". It is crucial to state that there are no regulations with respect to these subjects in the Amending Communiqué.

5) The sales agreements executed by and between the real and/or legal entities residing in Turkey for the sales of the movables (including the products and goods), hardware and software or the software developed abroad within scope of information technologies, excluding the agreements on the sales of the vehicles including construction vehicles