Contents Section I Introduction 1. DenizBank Financial Services Group 1. DenizBank’s Mission, Vision 2. Ordinary General Assembly Meeting Agenda 2. Dividend Distribution Proposal 3. Amendments to the Articles of Association 3. Changes in Shareholding Structure and Paid-in Capital 3. Shares Held by the Management 3. Ratings of DenizBank by International Rating Agencies 4. Compliance Opinion on the Annual Report 5. Financial Highlights 6. 2009 at a Glance 10. DenizBank in Brief 11. Dexia in Brief 12. Message from the Chairman 16. Message from the CEO 21. Banking Services 33. Investment Banking and Brokerage Services 36. Leasing and Factoring Services 37. Pension and Insurance Services 38. Information Technology Services 39. Cultural Services Section II Management and Corporate Governance 40. Board of Directors 44. Executive Management 47. Auditors 47. Committees 48. Summary Report of Board of Directors to the General Assembly 50. Human Resources 51. Training 51. Related Party Transactions 52. Support Services 52. Donations Made During the Year 53. Report on DenizBank’s Compliance with Corporate Governance Principles Section III Financial Information and Risk Management 64. Auditors’ Report for 2009 65. Assessments of the Audit Committee 66. Internal Audit, Internal Control, Compliance and Risk Management Systems 68. Risk Management Policies 69. Assessment of Financial Position 70. Five-year Summary Financial Highlights Section IV Independent Audit Reports, Financial Statements and Footnotes 73. Consolidated Financial Statements as of December 31, 2009 with Independent Auditor’s Report 170. Directory Unless otherwise noted, financial figures in this report are consolidated figures of DenizBank Inc. and her financial subsidiaries subject to consolidation. DenizBank Financial Services Group Annual Report 2009 DenizBank Financial Services Group Banking Services DENİZBANK DENİZBANK AG (VIENNA) CJSC DEXIA BANK (MOSCOW) EURODENİZ INTERNATIONAL BANKING UNIT (NICOSIA) Investment Banking and Brokerage Services DENİZYATIRIM SECURITIES EKSPRESINVEST SECURITIES DENİZTÜREV SECURITIES DENİZINVESTMENT TRUST DENİZPORTFOLIO MANAGEMENT Leasing and Factoring Services DENİZLEASING DENİZFACTORING Pension and Insurance Services DENİZEMEKLİLİK Information Technology Services INTERTECH Cultural Services DENİZKÜLTÜR Other Services PUPA BANTAŞ DenizBank’s Mission, Vision Mission DenizBank’s mission is to enhance shareholder value by employing a supermarket approach to financial services, thus ensuring satisfaction to shareholders, employees and customers. Vision DenizBank envisions becoming one of the largest five banks in Turkey and the foremost financial institution in the region defined as the Middle East, Balkans, Caucasus and CIS (Commonwealth of Independent States) countries through sustainable and profitable growth. « CONTENTS 1 Section I Introduction Ordinary General Assembly Meeting Agenda 1. Opening and formation of the Board. 2. Authorizing the Board to sign the “Assembly meeting minutes” and “attendee’s list.” 3. Making the decision about reading, discussion and approval of Balance Sheet and Profit and Loss Statement for fiscal year 2009; Report of Independent Auditor prepared by DELOITTE-DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., as a result of independent audit proceedings of the fiscal year 2009 and report of Board of Directors and Statutory Audit Report. 4. Making decisions about the distribution of 2009 profit. 5. Accepting the resignation of Board member Bruno R.D.J. ACCOU and approving the nominations of Wouter G.M. Van ROSTE as his successor to complete the remaining term of the vacated position. 6. Discharging the Board of Directors and Statutory Auditors from the activities concerning the fiscal year 2009. 7. Determining the number of the members comprising the Board of Directors and selecting the new members of the Board of Directors as well as determining their length of their term in office. 8. Election of the auditors and deciding on the length of their term in office. 9. Making decisions about the compensation and salaries of members of the Board of Directors and the Auditors. 10. Making decisions on the amendment of the articles of 3, 4, 7, 8, 17, 19, 22, 25, 27, 28, and 38 of the Articles of Association of our Bank. 11. Submitting the realized donations for the information of shareholders. 12. Granting the permissions stated in Article 334 and 335 of the Turkish Commercial Code to the members of the Board of Directors on the condition that points subject to permission are not included in the points banned by the Banking Law numbered 5411. 13. Making decisions about the issuance of bonds, profit share certificate, commercial paper and debenture bonds. 14. Wishes and requests. DENİZBANK A.Ş. Dividend Distribution Proposal At its meeting no. 2010/11 held on March 1, 2010, the Board of Directors resolved to propose for the General Assembly’s approval that the entire net profit of TL 531,769,015.85 that accrued, based on the Bank’s Balance Sheet for 2009, not be distributed to the shareholders; 5% of the net profit, or TL 26,588,450.79, be set aside as Legal Reserve pursuant to Article 466/1 of the Turkish Commercial Code; and the remaining TL 505,180,565.06 be set aside as Extraordinary Reserve. Respectfully yours, DENİZBANK A.Ş. Board of Directors 2 « CONTENTS DenizBank Financial Services Group Annual Report 2009 Amendments to the Articles of Association Changes in Shareholding Structure and Paid-in Capital Shares Held by the Management Amendments to the Changes in Shareholding Shares Held by the Articles of Association Structure and Paid-in Management Capital There is no amendment to the Articles of DenizBank’s shareholding structure is DenizBank’s President and CEO Hakan Association in 2009. presented in the table below. DenizBank’s Ateş and Board Members Cem Bodur, shareholding structure does not contain any Ayfer Yılmaz and Mustafa Tınas Titiz each cross-shareholdings. owns 11,327 shares, corresponding to 0.000002% of the capital. Shareholding Structure of DenizBank* Shareholders Nominal Value (TL) % of Shares Dexia Participation Belgique SA 714,945,274 99.84 M. Cem Bodur 11.33 0.00 Hakan Ateş 11.33 0.00 Ayfer Yılmaz 11.33 0.00 Mustafa Tınas Titiz 11.33 0.00 Publicly Traded 1,154,681 0.16 Total 716,100,000 100.00 * as of 31 December 2009 Ratings of DenizBank by International Rating Agencies Moody's Investors Service Fitch Ratings* Long-term Foreign Currency Deposits* Ba3 Long-term Foreign Currency BBB- Short-term Foreign Currency Deposits NP Short-term Foreign Currency F3 Long-term Local Currency Deposits Baa2 Long-term Local Currency BBB Short-term Local Currency Deposits Prime-2 Short-term Local Currency F3 Financial Strength C- Individual C Outlook Stable Support 2 National AAA (tur) * as of 08.01.2010 Outlook Stable * as of 11.12.2009 « CONTENTS 3 Section I Introduction Compliance Opinion on the Annual Report CONVENIENCE TRANSLATION OF THE REPORT ON COMPLIANCE OF ANNUAL REPORT ORIGINALLY PREPARED AND ISSUED IN TURKISH Compliance Opinion To the General Assembly of DenizBank A.Ş.: We have audited the accuracy and compliance of the financial information in the accompanying annual report of DenizBank A.Ş. with the audit report issued as of December 31, 2009. The annual report is the responsibility of the Bank’s management. Our responsibility, as independent auditors, is to express an opinion on the audited annual report based on the compliance of financial information provided in the annual report with the audited financial statements and explanatory notes. Our audit was performed in accordance with the accounting standards and principles and procedures of preparing and issuing annual reports as set out by the Banking Act No: 5411. Those standards require that we plan and perform our audit to obtain reasonable assurance whether the annual report is free from material misstatement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial information provided in the accompanying annual report presents fairly, in all material respects, the financial position of DenizBank A.Ş. as of December 31, 2009 in accordance with the prevailing accounting principles and standards set out as per the Article 40 of the Banking Act No: 5411. The financial information provided in the annual report is in compliance with the audited financial statements and explanatory notes, and also includes the summary management report and our audit opinion on these financial statements. DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU Hasan Kılıç Partner Istanbul, March 1, 2010 4 « CONTENTS DenizBank Financial Services Group Annual Report 2009 Financial Highlights 77% 126% Net Profit Increase Loan/Deposit Consolidated Total Assets (TL million) Loans* (TL million) Deposits** (TL million) 2009 25,943 2009 18,558 2009 14,701 2008 24,222 2008 17,235 2008 11,834 2007 18,647 2007 13,412 2007 10,822 Shareholders’ Equity (TL million) Net Profit (TL million) Capital Adequacy Ratio (%) 2009 2,968 2009 605 2009 16.72 2008 2,287 2008 342 2008 16.06 2007 1,678 2007 341 2007 12.55 Unconsolidated Total Assets (TL million) Loans (TL million) Deposits** (TL million) 2009 21,205 2009 14,171 2009 11,163 2008 19,225 2008 12,759 2008 9,456 2007 14,912 2007 10,405 2007 8,361 Shareholders’ Equity (TL million) Net Profit (TL million) Capital Adequacy Ratio (%) 2009 2,630 2009 532 2009 19.02 2008 2,034 2008 278 2008 17.18 2007 1,455 2007 211 2007 13.20 * Includes factoring and leasing receivables. ** Excludes bank deposits. « CONTENTS 5 Section I Introduction 2009 at a Glance “Deniz is Everywhere” Public banking at DenizBank Accelerating her branch expansion in recent years in Specializing in public finance, DenizBank became order to be close to her customers particularly those in the first Turkish bank to define public banking as a the retail, SME (Small and Medium Size Enterprise) and business segment. Under the guidance of her main agricultural banking segments and to serve her clients more shareholder Dexia, one of the global players in public actively, DenizBank opened 50 new branches in 2009.