Share Purchase Agreement entered into between the Company and Dogus Holding A.S.



 Exhibit 10.1 
 Execution Copy 
 DATED NOVEMBER 1, 2010 

DOGUS HOLDING A.S. 
 and

 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. 

 
  

SHARE PURCHASE AGREEMENT 

relating to the sale and purchase of 

certain shares in Türkiye Garanti Bankasi A.Ş.  

 
  







 CONTENTS 
  

							
	1.	  	Interpretation	  	 	3	  
			
	2.	  	Sale and purchase	  	 	8	  
			
	3.	  	Conditions	  	 	9	  
			
	4.	  	Conduct of business before Completion	  	 	10	  
			
	5.	  	Seller’s and Purchaser’s Obligations Prior to Completion	  	 	12	  
			
	6.	  	Consideration	  	 	13	  
			
	7.	  	Completion	  	 	13	  
			
	8.	  	Limitations on Liability	  	 	14	  
			
	9.	  	Undertakings	  	 	16	  
			
	10.	  	Access to Books and Records	  	 	17	  
			
	11.	  	GE SPA	  	 	18	  
			
	12.	  	Effect of Completion	  	 	19	  
			
	13.	  	Remedies and waivers	  	 	19	  
			
	14.	  	Assignment	  	 	20	  
			
	15.	  	Entire Agreement	  	 	20	  
			
	16.	  	Notices	  	 	20	  
			
	17.	  	Announcements	  	 	22	  
			
	18.	  	Confidentiality	  	 	22	  
			
	19.	  	Costs and expenses	  	 	23	  
			
	20.	  	Counterparts	  	 	23	  
			
	21.	  	Invalidity	  	 	23	  
			
	22.	  	Contracts (Rights of Third Parties) Act 1999	  	 	23	  
			
	23.	  	No set-off	  	 	24	  
			
	24.	  	Further assurance	  	 	24	  
			
	25.	  	Payments	  	 	24	  
			
	26.	  	Choice of governing law	  	 	24	  
			
	27.	  	Jurisdiction	  	 	24	  
			
	28.	  	Language	  	 	25	  
		
	 SCHEDULE 1 (CONDITIONS TO COMPLETION)
	  	 	26	  
		
	 SCHEDULE 2 (COMPLETION ARRANGEMENTS)
	  	 	28	  








 THIS AGREEMENT is made on the 1st day of November of 2010 
 BETWEEN: 
  

	1.	 DOGUS HOLDING A.S. whose registered office is at Eskibuyukdere Caddesi, Oycan Plaza, No:15, 34398, Maslak, Istanbul, Turkey (registered in Turkey Trade
Registry No. 132298/79618) (the “Seller”); and 


  

	2.	 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. whose registered office for these purposes is at Paseo de la Castellana 81, Planta 27, Madrid 28046, Spain
(registered at the Vizcaya Mercantile Registry in volume 2,083, sheet 1, Hoja BI-17-A, 1st inscription) (the “Purchaser”); 


 WHEREAS: 
  

	(A)	 The Seller has agreed to sell and the Purchaser has agreed to purchase and pay for the Shares (as defined in this Agreement) in each case on the terms and
subject to the conditions of this agreement (as the same may be amended in accordance with the provisions hereof) (the “Agreement”). 


  

	(B)	 Simultaneously with entry into this Agreement (i) the Purchaser and the Seller, together with certain Dogus Group Members, have entered into the New
Shareholders’ Agreement (as defined below), (ii) GECC and Arastirma have entered into the GE SPA (as defined below), and (iii) GECC, Arastirma and certain Dogus Group Members have entered into the Dogus Shareholders’ Agreement
Side Letter (as defined below). The New Shareholders’ Agreement and the GE SPA shall complete simultaneously with, and are conditional upon completion of, this Agreement. 



NOW IT IS HEREBY AGREED as follows: 
  

	1.	 Interpretation 


  

	1.1	 In this Agreement: 


  

	 	“Arastirma”	 means GE Araştirma ve Müşavirlik Limited Sirketi whose registered office is at Sun Plaza, Dereboyu Sok, No. 24 Kat: 8 Maslak 34398,
Istanbul, Turkey (registered in Turkey Trade Registry No. 572136); 


  

	 	“Backstop Date”	 means 3 months after the Longstop Date; 


  

	 	“BBVA Bank Account”	 means the bank account to be opened by the Purchaser with the Escrow Agent in accordance with sub-clause 5.2; 



 

	 	“BBVA Custody Account”	 means the custody account to be opened by the Purchaser with the Escrow Agent in accordance with sub-clause 5.2; 



 

	 	“Books and Records”	 has its common law meaning and includes, without limitation, all notices, correspondence, orders, inquiries, drawings, plans, books of account and other
documents and all computer disks or tapes or other machine legible programs or other records (excluding software); 


  

	 	“BRSA”	 means the Banking Regulation and Supervision Agency of Turkey (Bankacilik Denetleme ve Duzenleme Kurumu); 



 

	 	“Business Day”	 means a day (other than a Saturday or a Sunday) on which banks are open for business in Istanbul, London and Madrid; 










	 	“Claim”	 means any claim brought by any of GECC, Arastirma, the Seller or the Purchaser in connection with the provisions of this Agreement, but excluding claims under
sub-clauses 9.1 to 9.3 (No Leakage Undertakings), and “Claims” shall be construed accordingly; 


  

	 	“CMB”	 means the Capital Markets Board of Turkey; 


  

	 	“Company”	 means Türkiye Garanti Bankasi A.Ş, a joint stock company, incorporated and governed under the laws of the Republic of Turkey whose head office is at
Nispetiye Mah. Aytar Cad. No:2, 34340 Levent, Besiktas, Istanbul, Turkey; 


  

	 	“Company Group”	 means the Company together with its subsidiaries and subsidiary undertakings from time to time. The term “Company Group Member” shall mean a
member of the Company Group; 


  

	 	“Completion”	 means completion of the sale and purchase of the Shares under this Agreement; 



 

	 	“Completion Date”	 means the fifth Business Day following the day on which the last in time of the Conditions shall have been satisfied in accordance with this Agreement or such
other date as the Seller and the Purchaser may agree in writing; 


  

	 	“Conditions”	 has the meaning given to it in sub-clause 3.1; 



“Confidential Business Information” 

 

	 	 means confidential and commercially sensitive information regarding the Purchaser, the Seller or the Company (as the context requires);



  

	 	“Dogus Bank Account”	 means the bank account to be opened by the Seller with the Escrow Agent in accordance with sub-clause 5.2; 



 

	 	“Dogus Custody Account”	 means the custody account to be opened by the Seller with the Escrow Agent in accordance with sub-clause 5.2; 



 

	 	“Dogus Group”	 means the Sahenk Family together with its subsidiaries and subsidiary undertakings from time to time. The term “Dogus Group Member” shall mean a
member of the Dogus Group; 


 “Dogus Shareholders’ Agreement” 

 

	 	 means (i) the shareholders’ agreement and (ii) the associated tag along and drag along agreements, all made between the Seller, Arastirma,
Dogus Nakliyat ve Ticaret A.S. and Dogus Insaat ve Ticaret A.S., dated 22 December 2005; 



“Dogus Shareholders’ Agreement Side Letter” 

 

	 	 means the letter (in the agreed form) from Arastirma and GECC to the Seller, Dogus Nakliyat ve Ticaret A.S. and Dogus Arastirma, Gelistirme ve Musavirlik
Hizmetleri A.S. dated today’s date1; 



 

	 	“Encumbrances”	 means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire (whether through right of first offer or 



 

	1 	 BBVA will need to enforce benefit of this. 



  
 4 









	 	 
otherwise), right of pre-emption, assignment by way of security, trust arrangement for the purpose of providing security or other security interest of any kind (including any retention
arrangement), conditional sale or other title retention agreement, any agreement to exercise voting rights or any agreement to create any of the foregoing and the term “Encumber” shall be construed accordingly;



  

	 	“Escrow Agent”	 has the meaning given to it in sub-clause 5.1; 


  

	 	“GE Bank Account”	 means the bank account to be opened by GECC and/or Arastirma with the Escrow Agent in accordance with sub-clause 5.2 of the GE SPA;



  

	 	“GE Conditions”	 means the conditions set out in Schedule 1 of the GE SPA; 


  

	 	“GE Custody Account”	 means the custody account to be opened by GECC and/or Arastirma with the Escrow Agent in accordance with sub-clause 5.2 of the GE SPA;



  

	 	“GE Group”	 means General Electric Company together with its subsidiaries and subsidiary undertakings from time to time. The term “GE Group Member” shall
mean a member of the GE Group; 


  

	 	“GE Purchase Price”	 means the amount payable by the Purchaser to the GE Seller under the GE SPA; 



 

	 	“GE Seller”	 means GECC or, in the event that the GECC—Arastirma Transaction does not complete before Completion of this Agreement, Arastirma;



  

	 	“GE Shares”	 means 78,120,000,000 shares currently held by Arastirma representing 18.60 per cent. of the Company’s total issued share capital with a nominal
value of 1 Kr each; 


  

	 	“GE SPA”	 means the share purchase agreement (in the agreed form) made between GECC, Arastirma and the Purchaser on today’s date; 



 

	 	“GECC”	 means GE Capital Corporation having its registered office at Corporation Trust Centre, 1209 Orange Street, Wilmington, New Castle County, Delaware;



  

	 	“Governmental Authority”	 means any ministry, governmental department, governmental commission, governmental board, governmental agency, regulatory authority, judicial or
administrative body, having jurisdiction over the matter in question; 


  

	 	“Group”	 in relation to any body corporate means that body corporate and all its subsidiary undertakings together with that body corporate’s parent undertakings
and all of their respective subsidiary undertakings and the term “Group Member” shall mean a member of the Group; 



  
 5 









	 	“Longstop Date”	 means the date falling six months after the date of this Agreement or such other date as the Seller and the Purchaser may agree in writing (or, if later, the
“Longstop Date” as defined in the GE SPA); 


  

	 	“Losses”	 means any and all actions, claims, proceedings, loss, damage, payments, costs or expenses of any kind; 



“New Shareholders’ Agreement” 

 

	 	 means the shareholders’ agreement entered into on today’s date by the Purchaser, the Seller, Dogus Nakliyat ve Ticaret A.S. and Dogus Arastirma
Gelistirme ve Musavirlik Hizmetleri A.S. in relation to the governance and management of the Company dated today’s date; 


  

	 	“Parties”	 shall mean the Seller and the Purchaser; 


 “Postponed Longstop Date” 
  

	 	 has the meaning given to it in sub-clause 3.7 (or, if later, the “Postponed Longstop Date” as defined in the GE SPA);



  

	 	“Purchase Price”	 means the sum of USD 2,062,000,000 less the USD value (calculated at a fixed exchange rate of USD1 to TL1.5) of all dividends or other distributions of the
nature referred to in sub-clause 4.2(C) that are made or paid by the Company between the date hereof and Completion in respect of the Shares (or otherwise declared with a record date prior to Completion); 



 

	 	“Purchaser Conditions”	 shall have the meaning given to it in sub-clause 3.2; 



 

	 	“Regulatory Action”	 means any order, regulation or judgment having been issued or made (i) for the transfer of the Shares or any of them (or rights exercisable in respect of
the Shares) to the Savings Deposit Insurance Fund; (ii) for the expropriation of assets forming a material part of the undertakings of the Company Group by a Governmental Authority; or (iii) that otherwise renders the Transaction unlawful
or prohibits the Parties from completing the Transaction; 


  

	 	“Sahenk Family”	 means Mr. Ferit Sahenk’s relatives by blood or affinity, up to and including the third degree as defined under Turkish law;



  

	 	“SDIF Fee”	 shall mean the amount payable to the Savings Deposit Insurance Fund in connection with the sale and purchase of the Shares under this Agreement;



  

	 	“Shares”	 means 26,418,840,000 shares with a nominal value of 1 Kr each in the Company representing 6.2902 per cent. of the total issued share capital of the
Company; 


  

	 	“Stamp Tax”	 means any stamp or documentary tax, fee or duty (damga vergisi) as defined under Law no. 488 regarding Stamp Tax, together with all penalties, charges
and interest relating thereto; 



  
 6 









	 	“Tax”	 means all taxes, levies, duties (customs or otherwise), imposts, charges and withholdings of any nature whatsoever, including (without limitation) taxes on
gross or net income, social security charges, profits or gains and taxes on transactions, receipts, sales, use, occupation, franchise, value added and personal property, together with all penalties, charges and interest relating to any of them;



  

	 	“Tax Authority”	 means any taxing, revenue or other authority (whether within or outside Turkey) competent to impose any liability to, or assess or collect any Tax;



  

	 	“Transaction”	 means the agreement between the Parties for the sale and purchase of the Shares and matters contemplated by the Transaction Documents;



  

	 	“Transaction Documents”	 means the Dogus Shareholders’ Agreement Side Letter, the GE SPA, the New Shareholders’ Agreement, the Warranties Agreement, and any other document
entered into pursuant to this Agreement or any of the foregoing documents; 


  

	 	“Turkish Competition Board”	 means the decision-making body of the Turkish Competition Authority; 



 

	 	“Turkish Lira”	 means the lawful currency of Turkey for the time being; 


  

	 “USD” 
	 means United States Dollars, the lawful currency of the United States of America for the time being; 



 

	 	“Warranties Agreement”	 means the warranties agreement (in the agreed form) made between the Seller and the Purchaser on today’s date; 



 

	 	“Working Hours”	 means 9.30 a.m. to 5.30 p.m. on a Business Day. 


  

	1.2	 In this Agreement, unless otherwise specified: 


  

	 	(A)	 references to clauses, sub-clauses, paragraphs, sub-paragraphs and Schedules are to clauses, sub-clauses, paragraphs, sub-paragraphs of, and Schedules to,
this Agreement; 


  

	 	(B)	 a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended,
modified or re-enacted; 


  

	 	(C)	 references to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however
incorporated or established; 


  

	 	(D)	 references to a “person” shall be construed so as to include any individual, firm, company, government, state or agency of a state, local or
municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); 


  

	 	(E)	 the expressions “parent undertaking” and “subsidiary undertaking” shall have the meanings given to them in the UK Companies
Act 2006; 


  

	 	(F)	 general words shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by particular examples intended to be embraced
by the general words and the words “include(s)” or “including” shall be deemed to have the words “without limitation” following them; 



  
 7 









	 	(G)	 references to any document in the “agreed form” means the document in a form agreed by the parties to this Agreement and initialled for the
purposes of identification only by the Purchaser (or by the Purchaser’s legal advisers on its behalf) and the Seller (or by the Seller’s legal advisers on their behalf); 



 

	 	(H)	 use of any gender includes the other genders; 


  

	 	(I)	 references to writing shall include any modes of reproducing words in a legible and non-transitory form; 



 

	 	(J)	 references to times of the day are to Istanbul time; 


  

	 	(K)	 headings to clauses and Schedules are for convenience only and do not affect the interpretation of this Agreement; 



 

	 	(L)	 the Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to
this Agreement shall include the Schedules; 


  

	 	(M)	 references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any legal
concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term; and 



 

	 	(N)	 any indemnity or covenant to pay (the “Payment Obligation”) being given on an “after-Tax basis” or expressed to be
“calculated on an after-Tax basis” means that to the extent that the amount payable pursuant to such Payment Obligation (the “Payment”) is subject to a deduction or withholding required by law in respect of Tax or
is chargeable to any Tax in the hands of the recipient it shall be increased so as to ensure that, after taking into account: 


  

	 	(i)	 the amount of Tax required to be deducted or withheld from, and the Tax chargeable on such amount (including on the increased amount); and



  

	 	(ii)	 any Tax credit, repayment or other Tax benefit which is available to the indemnified party or the recipient of the Payment solely as a result of the matter
giving rise to the Payment Obligation or as a result of receiving the Payment; 


 (which amount of Tax
and Tax credit, repayment or other Tax benefit is to be determined by the auditors of the recipient at the expense of the recipient and is to be certified as such by the auditors of the recipient to the party making the Payment), the recipient of
the Payment is in the same position as it would have been in if there had been no such Tax or Tax credit, repayment or other Tax benefit. 
  

	2.	 Sale and purchase 


  

	2.1	 At Completion, the Seller shall sell and the Purchaser shall purchase the Shares together with full legal and beneficial title and all rights (including,
without limitation, rights to receive dividends declared, made or paid after the Completion Date) attaching thereto and free from any and all Encumbrances and all other rights exercisable by or claims by third parties. 



 

	2.2	 The Seller (for the benefit of the Purchaser and GECC and Arastirma) waives any and all rights of pre-emption over any of the Shares conferred upon it by the
Company’s constitutional documents or in any other way and shall procure that any rights of pre-emption over any of the Shares in favour of it or any third party are waived at its own cost and expense. 



 

	2.3	 The Seller and the Purchaser shall equally bear the costs of any Stamp Tax charged on the execution or delivery of this Agreement or the transfer of the
Shares from the Seller to the Purchaser. 


  

	2.4	 The Purchaser shall pay the SDIF Fee. 



  
 8 









	3.	 Conditions 


  

	3.1	 The sale and purchase of the Shares pursuant to this Agreement is in all respects conditional upon those matters listed in Schedule 1 (Conditions to
Completion) (the “Conditions”). 


  

	3.2	 The Purchaser shall use all reasonable endeavours to fulfil or procure the fulfilment of the conditions listed in paragraphs 1 to 3 of
Schedule 1 (Conditions to Completion) (the “Purchaser Conditions”) (including, without limitation, complying with its obligations under the GE SPA with regard to the fulfillment of the GE Conditions) as soon as reasonably
practicable and in any event on or before the Longstop Date and will notify the Seller, GECC and Arastirma in writing immediately upon the satisfaction of each such condition. Without limitation to the foregoing, the Purchaser undertakes to use all
reasonable endeavours to submit its application to obtain the approvals or consents listed in paragraphs 1 and 2 of Schedule 1 (Conditions to Completion) to each relevant regulatory body listed therein within 30 Business Days of
the date of signature of this Agreement. 


  

	3.3	 The Seller (for the benefit of the Purchaser, GECC and Arastirma) shall give such co-operation and assistance in a timely manner to the Purchaser as the
Purchaser may reasonably require to fulfil or procure the fulfilment of the Purchaser Conditions. Without limitation to the foregoing, the Seller (for the benefit of the Purchaser, GECC and Arastirma) shall accordingly: 



 

	 	(A)	 take all steps reasonably required to enable the Purchaser to fulfil the Purchaser Conditions as promptly as possible, including assistance with submissions,
filings and attendance at such meetings with Governmental Authorities (provided such Governmental Authorities agree to such attendance) as may be reasonably required to enable the Purchaser to fulfil the Purchaser Conditions;



  

	 	(B)	 procure information reasonably required to enable the Purchaser to fulfil the Purchaser Conditions; 



 

	 	(C)	 take all reasonable actions within its power and to the extent permitted by law (including by voting the Shares and, so far as lawful, procuring that its
nominees on the board of directors of the Company and Company Group Members support any vote held at board or executive committee level) and in a timely manner to procure that the Company and Company Group Members co-operate with and assist the
Purchaser as may be reasonably required in fulfilling the Purchaser Conditions; and 


  

	 	(D)	 to the extent within its power and permitted by law, take all actions and steps it is required to take under or in connection with this Agreement in a
co-ordinated and co-operative manner with GECC and Arastirma with a view to ensuring that the fulfilment of the Purchaser Conditions and the GE Conditions is achieved in an efficient and timely manner. 



 

	3.4	 Subject to sub-clause 3.5 the Purchaser undertakes to keep the Seller (or its advisers) informed regularly as to the progress towards satisfaction of
the Purchaser Conditions and undertakes to: 


  

	 	(A)	 notify the Seller (or its respective advisers) of any material communications (whether written or oral) from, and provide the Seller with copies of any
material communications from, in each case, the BRSA, CMB, Turkish Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the Purchaser Conditions where such communications have
not been independently or simultaneously supplied to the Seller; 


  

	 	(B)	 provide the Seller (or its respective advisers) with draft copies of all filings or formal submissions and material communications to the BRSA, CMB, Turkish
Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the Purchaser Conditions at such time as will allow the Seller a reasonable opportunity to provide comments on such
filings, submissions and communications before 



  
 9 









	 	 
they are submitted or sent and provide the Seller (or its respective advisers) with copies of all such filings, submissions and communications in the form submitted or sent; and



  

	 	(C)	 give the Seller: 


  

	 	(i)	 reasonable notice, where practicable, of; and 


  

	 	(ii)	 where permitted by the Turkish Governmental Authority concerned, allow persons nominated by the Seller to attend, 



all material meetings and telephone calls with the Turkish Governmental Authority concerned in relation to the Purchaser Conditions
and, where appropriate, to make any submissions at such meetings or on such calls. 
  

	3.5	 In circumstances where sub-clause 3.4 requires the Purchaser to disclose to the Seller any documentation containing Confidential Business Information,
prior to disclosure the Purchaser shall be entitled to redact any Confidential Business Information contained in such documentation, but this sub-clause 3.5 shall not extinguish the Purchaser’s obligation to disclose the remainder of
such documentation in accordance with sub-clause 3.4. 


  

	3.6	 Each of the Parties undertakes to disclose in writing to the other (and GECC and Arastirma) any matter which will or may reasonably prevent any of the
Conditions from being satisfied on or prior to the Longstop Date (or any Postponed Longstop Date) immediately after it comes to its attention. 


  

	3.7	 Subject to sub-clause 3.8, if any of the Purchaser Conditions is not fulfilled by the Purchaser by 5.00 p.m. on the Longstop Date, then either the
Purchaser or the Seller may by notifying the other party (and GECC and Arastirma) within 5 Business Days of the Longstop Date postpone the Longstop Date to (but not before) the Backstop Date, unless the Parties (and GECC and Arastirma) mutually
agree in writing to an extension to a date prior to the Backstop Date, in which event further extensions of the Longstop Date may be made on the same basis (the Longstop Date, as so postponed, being the “Postponed Longstop Date”).



  

	3.8	 The Purchaser or the Seller (as applicable) shall only be entitled to postpone the Longstop Date in accordance with sub-clause 3.7 if:



  

	 	(A)	 it has complied in all material respects with its obligations under this Agreement; and 



 

	 	(B)	 it is reasonable to expect that all of the Conditions will be fulfilled by the Backstop Date. 



 

	3.9	 This Agreement shall terminate if any of the Conditions has not been satisfied at the Longstop Date or (where postponed in accordance with sub-clauses
3.7 of this Agreement or, subject to sub-clause 11.1(B)(iii), sub-clause 3.8 of the GE SPA) the Postponed Longstop Date with the effect that all obligations of the parties under this Agreement shall end (except for the provisions of
Clauses 17 (Announcements) and 18 (Confidentiality)) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist. 



 

	4.	 Conduct of business before Completion 


  

	4.1	 Subject to sub-clause 4.2, between the date hereof and Completion (and for the benefit of GECC and Arastirma as well as the Purchaser):



  

	 	(A)	 the Seller shall not sell, transfer, Encumber or otherwise dispose of the Shares or any interest therein and shall not make or progress any preparations in
respect of a public offering or private placement of such Shares; 


  

	 	(B)	 neither the Seller nor any Dogus Group Member shall acquire, receive or subscribe for any further shares in the share capital of the Company (or enter into an
option or agreement to do so); 



  
 10 









	 	(C)	 the Seller shall not amend, supplement or replace the terms of the Dogus Shareholders’ Agreement, the Dogus Shareholders’ Agreement Side Letter or
any agreements related thereto where it would or reasonably may delay or frustrate Completion or affect the rights of the Purchaser under this Agreement (other than where required by law or regulation); 



 

	 	(D)	 the Seller shall comply with and enforce in all material respects the terms of Article II (Share Transfers), Section 3.01 (Public Listing),
Section 3.08 (Commercial Protections) and Section 3.10 (Brand) of the Dogus Shareholders’ Agreement; 


  

	 	(E)	 the Seller shall take all reasonable actions within its power and to the extent permitted by law (including by voting the Shares and, so far as lawful,
procuring that its nominees on the board of directors of the Company support any vote held at board or executive committee level) to procure that the Company and/or Company Group Members do not undertake any material act or course of conduct which
is outside the ordinary course of the Company’s or the Company Group’s business as determined by its past practice without the written consent of the Purchaser; 



 

	 	(F)	 notwithstanding sub-clause 4.1(E), unless required by applicable law or regulation, the Seller may not approve or conduct any of the actions listed in:



  

	 	(i)	 Sections 3.05(c) (i) (changes to share rights), (ii) (change in board numbers), (iii) (change in board quorum),
(v) (liquidation), (vii) (share acquisitions/disposals) (except for the disposal of shares in Eureko Sigorta under an existing put arrangement and the shares in Garanti Emeklilik under an existing call arrangement, in both
cases such disposals being subject to the same or substantially similar terms and conditions as already agreed upon), (ix) (related party), (xi) (constitutional amendments), (xii) (treasury/accounting policy
changes), (xiii) (incur indebtedness), (xiv) (guarantees), (xv) (share issues), (xvi) (asset acquisitions/disposals), (xvii) (non-ordinary transactions), (xviii) (lending
policies) (unless such adoption or amendment of policies is consistent with past practice in the ordinary course of the Company’s lending activities) or (xix) (mergers/joint ventures) of the Dogus Shareholders’ Agreement
without the written consent of the Purchaser; or 


  

	 	(ii)	 Section 3.09 of the Dogus Shareholders’ Agreement; and 



 

	 	(G)	 the Seller shall not enter into any arrangement or agreement, conditionally or otherwise, to do any of the foregoing. 



 

	4.2	 Sub-clause 4.1 shall not operate so as to restrict or prevent: 



 

	 	(A)	 the entering into in the ordinary course of business of any contract or commitment which is terminable in accordance with its terms by written notice of six
months or less and which is not material in relation to the Company or the Transaction; 


  

	 	(B)	 save in respect of the matters covered by sub-clauses 4.1(A) to (D) (inclusive), the completion or performance of any obligations
undertaken pursuant to any contract or arrangement entered into by the Company prior to the date of this Agreement and which was not entered into in contemplation of this Agreement or the transactions contemplated herein;



  

	 	(C)	 any declaration, authorisation, making or payment of a dividend or other distribution of a similar nature or taxed in a similar way as a dividend which is
made in the ordinary course of the Company’s business; 


  

	 	(D)	 the Seller voting the Shares to cause the Company to take any action described in sub-clause 4.2(C); 



 

	 	(E)	 any matter reasonably undertaken by the Company in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of
which the Purchaser will be promptly notified and, to the extent practicable, consulted on); 



  
 11 









	 	(F)	 the entry into and completion of the GE SPA; 


  

	 	(G)	 termination of the Dogus Shareholders’ Agreement with effect from the last of the steps that has to be taken prior to the occurrence of Completion having
been taken; 


  

	 	(H)	 any other matter contemplated in this Agreement; 


  

	 	(I)	 any matter which the Seller or the Company is required to undertake in accordance with applicable law or regulation or 



 

	 	(J)	 any matter undertaken at the written request of the Purchaser. 



 

	4.3	 Subject to the remainder of this sub-clause 4.3, between the date hereof and Completion, the Seller agrees to make available to the Purchaser
(i) any information that the Seller (or any of its directors, officers or employees) receives from the Company or (ii) access to the Chief Executive Officer of the Company (with any access request to additional personnel and information
held by the Company to be co-ordinated and channeled through by the Chief Executive Officer of the Company) and using its reasonable endeavours to do so following a reasonable information or access request from the Purchaser from the Company during
such time. The Seller shall not be obliged to make such information available to the Purchaser if to do so would result in or give rise to a breach by either: 



 

	 	(A)	 the Seller (or any of its respective directors, officers or employees) of any applicable law or regulation; or 



 

	 	(B)	 any of the Seller’s nominated representatives to the board of directors of the Company, and/or the board of auditors of the Company of their fiduciary
duties to the Company, 


 but where any information contains Confidential Business Information, the
Purchaser shall receive such Confidential Business Information subject to giving a confidentiality undertaking in the form reasonably requested by the Seller in relation thereto. 

 

	4.4	 The Seller and the Purchaser shall procure (for the benefit, in addition, of GECC and Arastirma) that between the date hereof and Completion meetings of
suitable senior representatives of the Seller and the Purchaser (together with GECC and Arastirma) will be held at least once a month to review the status of the Transaction (including compliance with the Conditions and this Clause 4) and
discuss any actions required to be taken to facilitate the successful Completion of the Transaction. 


  

	5.	 Seller’s and Purchaser’s Obligations Prior to Completion 



Unless otherwise agreed by each of the Seller and the Purchaser, jointly with Dogus, the following provisions shall apply:

  

	5.1	 As soon as reasonably practicable following signing of this Agreement, the Seller (for the benefit of GECC or Arastirma (as appropriate) and the Purchaser)
and the Purchaser shall, jointly with GECC or Arastirma (as appropriate) at the GECC’s direction, appoint either (i) the Company or (ii) a financial institution of leading international reputation unaffiliated to any of the Purchaser,
the Seller, GECC or Arastirma, to act as escrow agent (the “Escrow Agent”). 


  

	5.2	 Prior to the Completion Date, the Seller (for the benefit of GECC, Arastirma and the Purchaser) and the Purchaser shall each open a bank account
(respectively, the “Dogus Bank Account” and the “BBVA Bank Account”) and a custody account (respectively, the “Dogus Custody Account” and the “BBVA Custody Account”) in each case
with the Escrow Agent for the purposes of Part A of Schedule 2 (Completion Arrangements), such that the transfers contemplated by sub-clauses 5.3 and 5.4 and Part A of Schedule 2 (Completion
Arrangements) may be effected and/or registered by the Seller, the Purchaser and/or the Escrow Agent (as appropriate) through the settlement system of the Central Registry Agency in Turkey (Merkezi Kayit Kurulusu) (“MKK”).




  
 12 









	5.3	 The Seller (for the benefit of the GECC, Arastirma and the Purchaser) shall transfer or cause to be transferred to the Dogus Custody Account the Shares on or
before the Completion Date. 


  

	5.4	 The Purchaser (for the benefit of the Seller, GECC and Arastirma) shall transfer or cause to be transferred to the BBVA Bank Account the Purchase Price on or
before the Completion Date. 


  

	6.	 Consideration 


  

	6.1	 The total consideration for the sale of the Shares shall be the payment by the Purchaser to the Seller of the Purchase Price payable at Completion in
accordance with Clause 7 (Completion). 


  

	6.2	 In the event that Completion takes place after 31 December 2010, the Purchaser shall, in addition to the consideration referred to in sub-clause
6.1 pay to the Seller an additional amount (the “Additional Amount”) in USD equal to interest on the unpaid consideration calculated from 1 January 2011 until, but excluding, the Completion Date at a rate per annum of
0.75 per cent. above the 3-month USD London Interbank Offered Rate. The Purchase Price shall be deemed to be adjusted by an amount equal to such Additional Amount. 



 

	6.3	 Any payment made by any party under this Agreement shall: 


  

	 	(A)	 (so far as possible) be treated as an adjustment to the Purchase Price to the extent of the payment and be paid in USD; and 



 

	 	(B)	 in respect of any payment made in relation to a Claim hereunder or a Warranty Claim (as defined in the Warranties Agreement), where the Claim is assessable in
Turkish Lira, such payment in USD shall be based on the spot rate of exchange obtainable in the London foreign exchange market at 12:00 (noon) of USD to Turkish Lira on the date that the Claim is paid under this Agreement.



  

	7.	 Completion 


  

	7.1	 Completion shall take place at the head offices of the Company in Istanbul, Turkey at 11:00a.m. on the Completion Date. 



 

	7.2	 At Completion the Seller shall (for the benefit the Purchaser, GECC and Arastirma) do those things listed in Part A (Transfer obligations), in so far
as applicable to the Seller, and in Part B (Seller’s obligations) of Schedule 2 (Completion arrangements) and the Purchaser shall do those things listed in Part A (Transfer obligations), in so far as applicable to the Purchaser,
and Part C (Purchaser’s obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part D (General) of Schedule 2 (Completion arrangements). 



 

	7.3	 Neither the Purchaser nor the Seller shall be obliged to complete the sale and purchase of the Shares unless the sale and purchase of all the Shares under
this Agreement and all the Shares (as that term is defined in the GE SPA) under the GE SPA are completed simultaneously. 


  

	7.4	 The Seller shall procure that the Dogus Shareholders’ Agreement shall terminate with effect from the last of the steps that has to be taken prior to the
occurrence of Completion having been taken. With effect from Completion, the New Shareholders’ Agreement shall come into full force and effect. 


  

	7.5	 If the respective obligations of: 


  

	 	(A)	 the Seller and/or the Purchaser under sub-clauses 5.3, 5.4 and 7.2 and Schedule 2 (Completion arrangements); or



  

	 	(B)	 GECC, Arastirma or the Purchaser under sub-clauses 5.3, 5.4 and 7.2 and Schedule 2 (Completion arrangements) of the GE SPA,




  
 13 








 are not complied with on the Completion Date the non-defaulting party may: 

 

	 	(C)	 defer Completion (so that the provisions of this Clause 7 shall apply to Completion as so deferred); or 



 

	 	(D)	 proceed to Completion as far as practicable (without limiting its rights under this Agreement); or 



 

	 	(E)	 terminate this Agreement by notice in writing to the other party. 



 

	7.6	 For the purposes of sub-clause 7.5, the non-defaulting party shall also include GECC and Arastirma if they have complied with their obligations under
sub-clause 5.3, 5.4 and 7.2 and Schedule 2 (Completion Arrangements) of the GE SPA. In the event that there is more than one non-defaulting party, such non-defaulting parties shall agree what action to take in accordance
with sub-clause 7.5 and, if such non-defaulting parties fail to reach an agreement, this Agreement shall terminate in accordance with sub-clause 7.5(E). 



 

	7.7	 If this Agreement is terminated in accordance with sub-clause 7.5 (and without limiting any party’s right to claim damages from the other in
respect thereof): 


  

	 	(A)	 all obligations of the Parties shall end (except for the provisions of Clauses 17 (Announcements) and 18 (Confidentiality)) but (for the
avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist; 


  

	 	(B)	 in circumstances in which the termination has resulted solely from the Purchaser’s failure to fulfil its obligations under sub-clauses 7.2 and
Schedule 2 (Completion arrangements), the Purchaser will indemnify the Seller (and GECC and Arastirma) on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Seller (and GECC and Arastirma); and



  

	 	(C)	 in circumstances in which the termination has resulted solely from the failure of the Seller to fulfil its obligations under sub-clause 7.2 and
Schedule 2 (Completion arrangements), the Seller will indemnify the Purchaser (and GECC and Arastirma) on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Purchaser (and GECC and Arastirma).



  

	7.8	 Following Completion, the Purchaser shall make (or procure the Company to make) any notifications of the transfer of the Shares as may be required by law or
regulation and the Seller shall provide such assistance as the Purchaser may reasonably require in making such notifications. 


  

	8.	 Limitations on Liability 


  

	8.1	 The liability of the Seller and the Purchaser in respect of Claims made or brought under this Agreement shall be limited as follows:



  

	 	(A)	 the total aggregate liability of the Purchaser arising under or in connection with this Agreement, together with Warranty Claims (as defined therein) under
the Warranties Agreement, shall not exceed the Purchase Price; 


  

	 	(B)	 the total aggregate liability of the Seller arising under or in connection with this Agreement, together with Warranty Claims (as defined therein) under the
Warranties Agreement, shall not exceed Purchase Price (for the avoidance of doubt, without amending the limitations set forth in the Warranties Agreement); 



 

	 	(C)	 neither the Seller nor the Purchaser shall be entitled to claim for any loss of profit, loss of opportunity or indirect or consequential loss (including,
without limitation, in respect of Losses); 


  

	 	(D)	 neither the Purchaser nor the Seller shall be liable in respect of any Claim unless written notice containing reasonable details (to the extent practicable)
of such Claim is given by or on 



  
 14 









	 	 
behalf of the claimant party to the other party by no later than 18 (eighteen) months from the Completion Date, provided that any such Claim shall (if not previously satisfied, settled or
withdrawn) be deemed to have been withdrawn and shall absolutely determine unless proceedings in respect of it have been properly commenced within 6 (six) months of such written notice. Where written notice of such Claim has been given and
proceedings in respect of it have been properly commenced within the time periods set out in this sub-clause 8.1(D), then the subject of such Claim shall survive until such Claim has been finally resolved; 



 

	 	(E)	 neither the Seller nor the Purchaser shall be liable to make payment for any Claim based upon a liability which is contingent unless and until such contingent
liability becomes an actual liability, provided that this shall not prevent the claimant party notifying the other of such Claim for the purposes of sub-clause 8.1(D) above save that in such circumstances the 6 (six) month period referred to
in sub-clause 8.1(D) shall commence on the date on which the contingent liability becomes an actual liability; 


  

	 	(F)	 neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the liability arises or is increased as a result of any legislative,
legal or regulatory requirement not in force at the date of this Agreement, where such requirement has been made or issued outside the reasonable control of the Parties or has not been issued or made as a result of the breach of this Agreement by
either Party; 


  

	 	(G)	 neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such Claim has been made good or is otherwise
compensated for without loss to the other party; 


  

	 	(H)	 neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the same loss under such Claim has been recovered by the Seller or
Purchaser (as applicable) under any provision of this Agreement or any other Transaction Document (including, for the avoidance of doubt, in respect of the Seller as a claiming party, as a result of any benefits conferred on it by virtue of
Clause 22 (Contracts (Rights of Third Parties) Act 1999) of the Dogus SPA) and accordingly the Seller or the Purchaser (as applicable) may only recover once in respect of the same loss; 



 

	 	(I)	 the Seller and the Purchaser shall only be liable in respect of a Claim if and to the extent that such Claim is admitted by the relevant party, the subject of
an arbitral award or proven in a court of competent jurisdiction; 


  

	 	(J)	 any payment made by the Seller or any other person in respect of any Claim shall be deemed to be a reduction of the Purchase Price; and



  

	 	(K)	 neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such Claim has been carried out with the
express consent of the Parties. 


 None of the limitations in this sub-clause 8.1 shall apply to
the extent that any breach by a party of its obligations under this Agreement is caused by fraud, wilful default or wilful concealment. 
  

	8.2	 Subject to the provisions of this Clause 8, the Seller shall indemnify and hold harmless the Purchaser in respect of: 



 

	 	(A)	 the Relevant Percentage of any Losses incurred or suffered by the Company or a Company Group Member in respect of a Claim; 



 

	 	(B)	 any Losses incurred or suffered by the Purchaser in respect of a Claim, to the extent such Losses have not already been compensated under (A).



 For the purposes of this sub-clause 8.2, the term “Relevant Percentage” means
6.2902% of the amount to which it refers. 

  
 15 









	8.3	 Other than as expressly set out in this Agreement (including, for the avoidance of doubt the payment of the consideration in accordance with Clause 6
(Consideration)), neither the Seller nor the Purchaser shall be liable to make any payment under this Agreement nor exercise any right of set-off or counterclaim against or otherwise withhold payment of any sums stated to be payable by the other
hereunder or under any other agreement subsisting between them unless and until the liability of the Seller or the Purchaser (as applicable) has been agreed or adjudged payable in legal or arbitration proceedings. 



 

	8.4	 The Seller shall only be liable to make payment for any claim in connection with the Warranties (as defined in the Warranties Agreement) to the extent that
the Purchaser has suffered or incurred Losses which relate to the Shares (and not, for the avoidance of doubt, to the shares it is acquiring from GECC or Arastirma). 



 

	8.5	 No provision of this Agreement is intended to limit or exclude any duty or liability that is imposed on the Seller as a seller of public securities pursuant
to the laws of any applicable jurisdiction relating to public securities in relation to mis-selling, misleading statements or practices or the possession of inside information in relation to such public securities which matters are accordingly
subject to the laws of the applicable jurisdiction. 


  

	8.6	 The Seller hereby irrevocably and unconditionally undertakes that it will not bring or conduct (in the absence of fraudulent or dishonest conduct or
concealment) at any time any claims or actionable rights which it may have under contract, law or otherwise against the Company or any Company Group Member (or any of their respective directors, officers, employees or agents) arising out of or in
connection with: (i) any matters relating to any period prior to Completion; or (ii) any matters for which it is or may be liable to the Purchaser arising out of or in connection with the Transaction. 



 

	9.	 Undertakings 


 No Leakage
Undertakings 
  

	9.1	 The Seller undertakes to the Purchaser, GECC and Arastirma that, other than as set out in sub-clause 9.4, in the period between the date of this
Agreement and Completion, none of the Seller or the Dogus Group: 


  

	 	(A)	 has received or will or become entitled to receive any dividend, distribution or return of capital from the Company (other than as referred to in
sub-clause 4.2(C)) in connection with the Shares; 


  

	 	(B)	 has benefitted or will or become entitled to benefit from any waiver or release by the Company or any Company Group Member of any amount owed to it or them by
the Seller and/or any Dogus Group Member; 


  

	 	(C)	 has entered into or will or become entitled to enter into a transaction or agreement with the Company or a Company Group member, and that neither the Company
nor a Company Group Member has assumed or incurred a liability (actual or contingent) for the Seller and/or a Dogus Group Member’s benefit, in each case other than in the ordinary course of business and on arm’s length commercial terms; or



  

	 	(D)	 has allocated or will allocate any third party adviser’s fees, costs or expenses in respect of the Transaction to the Company or its Company Group
Members which should reasonably and properly have been incurred by the Seller or a Dogus Group Member. 


  

	9.2	 To the extent not already deducted (in the definition of the Purchase Price), the Purchaser shall be entitled to deduct from the Purchase Price, or otherwise
require the Seller promptly to reimburse the Purchaser or the Company for, on a USD for USD basis, the Losses (calculated, where the applicable Losses are Turkish Lira amounts, at a fixed exchange rate of USD1 to Turkish Lira 1.5) in respect of any
breach by the Seller of any of the undertakings in sub-clause 9.1. 



  
 16 









	9.3	 The liability of the Seller pursuant to sub-clause 9.1 shall terminate on the date falling 12 months after the Completion Date unless prior to that
date the Purchaser has notified the Seller of a breach by it of the undertakings set out in sub-clause 9.1. 


  

	9.4	 Sub-clause 9.1 shall not: 


  

	 	(A)	 prevent the Dogus Group carrying out: (i) the exercise of the put option pursuant to which the shares in Dogus GE BV not currently held by a Company
Group Member will be transferred to a Company Group Member; and/or (ii) the repayment of debt owed by Dogus GE BV (and its subsidiaries and subsidiary undertakings) to the Dogus Group in accordance with a transaction agreement between GECC, D
Netherlands Holding B.V., the Company, Leasemart Holding B.V., Dogus GE B.V., Garanti Bank International N.V.and GE Garanti Bank S.A. dated 27 May 2010; or 



 

	 	(B)	 apply in relation to the escrow arrangements carried out by the Parties (and GECC or Arastirma (as appropriate)) in accordance with Clause 5 and
Schedule 2 (Completion Arrangements) in circumstances where the Company acts as Escrow Agent. 


 Other Undertakings

  

	9.5	 The Purchaser undertakes to the Seller that it shall, to the extent permitted by Turkish law and to the extent it is within its power to do so, as soon as
reasonably practicable (and in any event within two months of Completion) procure that the Company shall take any actions reasonably required to: 


  

	 	(A)	 remove all references to the Seller or any member of the GE Group wherever and however any such reference is made by the Company in connection with the
business of the Company; and 


  

	 	(B)	 cease using the name “GE” or any associated logo, symbol or device or any confusingly similar mark, logo, symbol or device.



  

	9.6	 The Purchaser undertakes to the Seller that it shall take all reasonable actions within its power and to the extent permitted by Turkish law (including by
voting the Shares and, so far as lawful, procuring that its nominees on the board of directors of the Company support any vote held at board or executive committee level) to procure that the Company takes all necessary action to implement the
resolutions and actions set out in sub-clause 9.5 above. 


  

	9.7	 Following the board meeting of the Company held under paragraph 3 of Part B of Schedule 2 (Completion arrangements), the Purchaser
undertakes to the Seller that it shall, in so far as it is within its powers to do so, execute and deliver or procure the execution and delivery of, all resolutions, notices and other documentation necessary to appoint and remove the directors and
committee members as set out in paragraph 2 of Part B of Schedule 2 (Completion Arrangements) pursuant to the Turkish Commercial Code. 



 

	9.8	 Immediately on signing of this Agreement: 


  

	 	(A)	 the Seller shall provide the Purchaser with a copy of the duly executed Dogus Shareholders’ Agreement Side Letter; and 



 

	 	(B)	 neither the Seller nor any Dogus Group Members shall have any right to benefit from or enforce the terms of the Non-Disclosure Agreement executed between
Arastirma and the Purchaser on 12 February 2010. 


  

	10.	 Access to Books and Records 


  

	10.1	 The Purchaser shall make available to the Seller (or such person as the Seller may direct) (subject to the following) the Company’s Books and Records
(or, if practicable, the relevant parts 



  
 17 









	 	 
of any such Books and Records) it has control over or possession of or access to which are reasonably required by the Seller for the purpose of the Seller’s accounting or Tax affairs or in
connection with any claim made against such person by a third party in relation to the Shares and, accordingly, upon being given reasonable notice by the Seller and subject to the Seller giving such undertakings as to confidentiality as the
Purchaser shall reasonably require, the Purchaser shall use their reasonable endeavours to procure that such Books and Records of the Company are made available to the Seller for inspection (during Working Hours) and copying (at the Seller’s
expense) for and only to the extent necessary for such purpose and for a period of six years from Completion. 


  

	10.2	 The Seller shall make available to the Purchaser, GECC and Arastirma (or such person as the Purchaser, GECC and/or Arastirma may direct) (subject to the
following) the Company’s Books and Records (or, if practicable, the relevant parts of any such Books and Records) it has control over or possession of or access to which are reasonably required by the Purchaser or GECC or Arastirma (as
appropriate) for the purpose of the Purchaser’s, GECC’s or Arastirma’s accounting or Tax affairs or in connection with any claim made against the Purchaser or GECC or Arastirma (as appropriate) by a third party in relation to the
Shares and, accordingly, upon being given reasonable notice by the Purchaser or GECC or Arastirma (as appropriate) and subject to the Purchaser or GECC or Arastirma (as appropriate) giving such undertakings as to confidentiality as the Seller shall
reasonably require, the Seller shall use its reasonable endeavours to procure that such Books and Records of the Company are made available to the Purchaser or GECC or Dogus (as appropriate) for inspection (during Working Hours) and copying (at the
Purchaser’s or GECC’s or Arastirma’s expense) for and only to the extent necessary for such purpose and for a period of six years from Completion. 



 

	11.	 GE SPA 


  

	11.1	 The Purchaser undertakes: 


  

	 	(A)	 to comply with the GE SPA, subject to and in accordance with its terms, and shall not take any action which would result in it being unable to comply in
accordance with the terms of the GE SPA; 


  

	 	(B)	 that it shall not: 


  

	 	(i)	 waive any of the GE Conditions without the prior written consent of the Seller; 



 

	 	(ii)	 carry out any act or omission prior to completion of the GE SPA which would, under the terms of the GE SPA, require the consent of GE and/or Arastirma without
the prior written consent of GE and/or Arastirma and the Seller; 


  

	 	(iii)	 extend the time available for satisfaction of the GE Conditions, or terminate or postpone completion of the GE SPA, (i) without the prior written consent
of the Seller; or (ii) unless the right to extend the time available for satisfaction of the Dogus Conditions, or terminate or postpone completion of the Dogus SPA has also arisen under this Agreement; or 



 

	 	(iv)	 amend, supplement or replace the GE SPA or the Warranties Agreement (or enter into any ancillary arrangements in respect thereof) without the prior written
consent of the Seller; and 


  

	 	(C)	 to disclose in writing to the Seller any matter which will or may prevent any of the GE Conditions from being satisfied on or prior to the Longstop Date
immediately it comes to its attention. 


  

	11.2	 The Purchaser shall use all reasonable endeavours to fulfil or procure the fulfilment of the GE Conditions as soon as possible and in any event on or before
the Longstop Date and will notify 



  
 18 









	 	 
the Seller in writing immediately upon the satisfaction of each such condition. Without limitation to the foregoing, the Purchaser shall use all reasonable endeavours to submit an application to
obtain the approvals or consents referred to in the GE Conditions to each relevant regulatory body listed therein within 30 Business Days of the date of signature of this Agreement. 



 

	11.3	 The Purchaser undertakes to keep the Seller informed regularly as to the progress towards satisfaction of the GE Conditions and undertakes to:



  

	 	(A)	 notify the Seller of any material communications (whether written or oral) from, and provide the Seller with copies of any communications from, in each case,
the BRSA, CMB, Turkish Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the GE Conditions where such communications have not been independently or simultaneously supplied
to the Seller; 


  

	 	(B)	 provide the Seller (or advisers nominated by the Seller) with draft copies of all filings or formal submissions and material communications to the BRSA, CMB,
Turkish Competition Authority and any other Governmental Authorities in relation to obtaining any consent, approval or action in relation to the GE Conditions at such time as will allow the Seller a reasonable opportunity to provide comments on such
filings, submissions and communications before they are submitted or sent and provide the Seller or such nominated advisers with copies of all such filings, submissions and communications in the form submitted or sent; and



  

	 	(C)	 give the Seller: 


  

	 	(i)	 reasonable notice, where practicable, of; and 


  

	 	(ii)	 where permitted by any Turkish Governmental Authority concerned, allow persons nominated by the Seller to attend, 



all material meetings and telephone calls with such Turkish Governmental Authority concerned in relation to the GE Conditions and,
where appropriate, to make any submissions at such meetings or on such calls. 
  

	11.4	 In circumstances where this Clause 11 would require a party to disclose any documentation containing Confidential Business Information, prior to
disclosure the disclosing party shall be entitled to redact any Confidential Business Information contained in such documentation but this sub-clause 11.4 shall not extinguish the obligation to disclose the remainder of such documentation in
accordance with Clause 11. 


  

	12.	 Effect of Completion 


 Any provision of this Agreement which is capable of being performed after but which has not been performed at or before Completion shall remain in full force and effect notwithstanding Completion. 

 

	13.	 Remedies and waivers 


  

	13.1	 No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents
referred to in it shall: 


  

	 	(A)	 affect that right, power or remedy; or 


  

	 	(B)	 operate as a waiver thereof. 


  

	13.2	 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or
the exercise of any other right, power or remedy. 



  
 19 









	13.3	 Except as otherwise expressly provided in this Agreement, the rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any
rights, powers and remedies provided by law. 


  

	14.	 Assignment 


  

	14.1	 Subject to sub-clause 14.2: 


  

	 	(A)	 no party shall assign, or purport to assign, all or any part of the benefit of, or its rights or benefits under, this Agreement; 



 

	 	(B)	 no party shall make a declaration of trust in respect of or enter into any arrangement whereby it agrees to hold in trust for any other person all or any part
of the benefit of, or its rights or benefits under, this Agreement; and 


  

	 	(C)	 no party shall sub-contract or enter into any arrangement whereby another person is to perform any or all of its obligations under this Agreement.



  

	14.2	 The restrictions in sub-clause 14.1 shall not apply to the Seller in relation to any member of the Dogus Group and to the Purchaser in relation to any
member of its Group. 


  

	15.	 Entire Agreement 


  

	15.1	 This Agreement, the New Shareholders’ Agreement and the Warranties Agreement constitute the whole and only agreement between the parties relating to the
sale and purchase of the Shares. Without prejudice to the provisions of sub-clauses 8.4, in entering into this Agreement, each party to this Agreement acknowledges that it is not relying upon any pre-contractual statement which is not
expressly set out in this Agreement, the New Shareholders’ Agreement and the Warranties Agreement. 


  

	15.2	 Except in the case of fraud, and without prejudice to the provisions of sub-clauses 8.4, no party shall have any right of action against any other
party to this Agreement arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Agreement. 


  


	15.3	 For the purposes of this clause and save as referred to above, “pre-contractual statement” means any draft, agreement, undertaking,
representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement made or given by any person at any time prior to the date of this Agreement.



  

	15.4	 This Agreement may only be varied in writing signed by each of the parties. 



 

	16.	 Notices 


  

	16.1	 Subject to sub-clause 16.2: 


  

	 	(A)	 a notice under this Agreement shall only be effective if it is in writing. Any notice given under this Agreement shall be delivered either personally or by
registered mail or reputable international courier (for next day delivery), or in accordance with the provisions of Article 20(3) of the Turkish Commercial Code if and when such provisions become applicable; and 



 

	 	(B)	 Faxes and e-mail are not permitted. 


  

	16.2	 Any notices provided pursuant to sub-clause 3.4, 3.5 or Schedule 2 (Completion arrangements) may be provided by e-mail.




  
 20 









	16.3	 Notices given under sub-clause 16.1 shall be sent to a party to this Agreement at its address and for the attention of the individual set out below:



  

			
	 Party (and title of

individual)
	  	Address
		
	 Arastirma
	  	 FAO:
 Kursat
Ozkan
 Sisli Maslak Mahallesi, Dereboyu Caddesi, Bilim Sokak, Sun
 Plaza, No: 5 K: 8, Istanbul

		
		  	 cc: Mark Horncastle, Senior M&A Counsel, GE Capital, 30
 Berkeley Square, London W1J 6EW

		
	 GECC
	  	 FAO:
 General
Counsel
Corporation Trust Centre, 1209 Orange Street, Wilmington,
 New Castle County, Delaware

		
		  	 cc: Mark Horncastle, Senior M&A Counsel, GE Capital, 30 Berkeley Square, London W1J 6EW

		
	 Seller
	  	 FAO:

		
		  	 Husnu Akhan

Eskibuyukdere Caddesi, Oycan Plaza, No:15, 34398, Maslak, Istanbul

		
	 Purchaser
	  	 FAO:
 Carlos
Torres Vila (Head of Strategy of Corporate
 Development) and Javier Rodriguez (Head of M&A Strategy)

		
		  	 Paseo de la Castellana 81; 28046 MADRID, SPAIN

		
		  	 cc: Eduardo Arbizu Lostao (General Counsel) and María

Jesús Arribas de Paz (Head of Corporate Legal Services)


  

	16.4	 Notices given under sub-clause 16.2 shall be sent to a party to this Agreement at its email address and for the attention of the individual set out
below: 


  

			
	 Party (and title of
 Individual)
	  	 E-mail address

		
	 Arastirma
	  	 kursat.ozkan@ge.com

		
		  	 cc: mark.horncastle@ge.com

		
	 GECC
	  	 james.waterbury@ge.com

		
		  	 cc: mark.horncastle@ge.com

		
	 Seller
	  	 hakhan@dogusgrubu.com.tr

		
	 Purchaser
	  	 carlos.torresvila@grupobbva.com

		  	 javier.rodriguez.soler@grupobbva.com

		
		  	 cc:eduardo.arbizu@grupobbva.com

		  	 mjesus.arribas@grupobbva.com



  
 21 









	16.5	 A party may change its notice details given in sub-clause 16.3 and sub-clause 16.4 on giving notice to the other parties of the change in
accordance with this clause. That notice shall only be effective on the day falling five clear Business Days after the notification has been received or such later date as may be specified in the notice. 



 

	16.6	 Any notice given under this Agreement shall, in the absence of earlier receipt, be deemed to have been duly given as follows: 



 

	 	(A)	 if delivered personally, on delivery; 


  

	 	(B)	 if sent by registered mail or reputable international courier, for next day delivery, the next day; and 



 

	 	(C)	 if sent by e-mail, when dispatched. 


  

	16.7	 Any notice given under this Agreement outside Working Hours in the place to which it is addressed shall be deemed not to have been given until the start of
the next period of Working Hours in such place. 


  

	17.	 Announcements 


  

	17.1	 No announcement concerning the sale of the Shares or any ancillary matter shall be made by any Party without the prior written approval of the Seller, the
Purchaser, GECC and Arastirma such approval not to be unreasonably withheld or delayed. This sub-clause 17.1 does not apply in the circumstances described in sub-clause 17.2 and 17.3. 



 

	17.2	 The Seller and the Purchaser may make an announcement concerning the sale of the Shares or any ancillary matter if required by: 



 

	 	(A)	 law; or 


  

	 	(B)	 any securities exchange or regulatory or governmental body or any Tax Authority to which that party (or the group of which that party is a member) is subject,
wherever situated, whether or not the requirement has the force of law, 


 in which case the party
concerned shall, where practicable and/or lawful, take all such steps as may be reasonable and practicable in the circumstances to agree the contents of such announcement with the other party and GECC and/or Arastirma before making such
announcement. 
  

	17.3	 For the avoidance of doubt, this provision does not apply to announcements in relation to the New Shareholders’ Agreement following Completion.



  

	18.	 Confidentiality 


  

	18.1	 Each Party shall (for the benefit of each other and the Company (save for any matter in relation to the New Shareholders’ Agreement) and GECC and
Arastirma) treat as confidential all information obtained as a result of entering into or performing this Agreement or the GE SPA which relates to: 


  

	 	(A)	 the provisions of this Agreement or the Transaction Documents; 



 

	 	(B)	 the negotiations relating to this Agreement or the Transaction Documents; or 



 

	 	(C)	 the other parties to this Agreement or the Dogus Shareholders’ Agreement. 



 

	18.2	 Notwithstanding the other provisions of this clause, a party may disclose confidential information: 



 

	 	(A)	 if and to the extent required by law; 



  
 22 









	 	(B)	 if and to the extent required by any securities exchange or regulatory or governmental body or any Tax Authority to which that party (or the group of which
that party is a member) is subject wherever situated, whether or not the requirement for information has the force of law; 


  

	 	(C)	 if and to the extent required to vest the full benefit of this Agreement in that party; 



 

	 	(D)	 to its employees, directors, officers, professional advisers, consultants, auditors and bankers; 



 

	 	(E)	 to the employees, directors, officers, professional advisers, consultants, auditors and bankers of those members of the group of companies of which the
relevant party is a part; 


  

	 	(F)	 if and to the extent the information has come into the public domain through no breach by that party of its obligations hereunder;



  

	 	(G)	 to GECC and Arastirma or members of the GE Group; 


  

	 	(H)	 if and to the extent the other parties (together with where required, GECC and Arastirma) have given prior written consent to the disclosure, such consent not
to be unreasonably withheld or delayed. 


 Except in circumstances where (and to the extent that) such
notification is prohibited by law or court order, any information to be disclosed pursuant to paragraph (A) or (B) shall be disclosed only after reasonable notice to the other parties and GECC, Arastirma and the Company.

  

	19.	 Costs and expenses 


 Except as otherwise expressly stated in any other provision of this Agreement, each party to this Agreement shall pay its own costs and expenses in relation to the negotiations leading up to the sale and purchase
of the Shares and the preparation, execution and carrying into effect of this Agreement and all other documents referred to in this Agreement. 
  

	20.	 Counterparts 


  

	20.1	 This Agreement may be executed in any number of counterparts, and by the parties to it on separate counterparts, but shall not be effective until each party
has executed at least one counterpart. 


  

	20.2	 Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.



  

	21.	 Invalidity 


 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair: 

 

	 	(A)	 the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or 



 

	 	(B)	 the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.



  

	22.	 Contracts (Rights of Third Parties) Act 1999 


  

	22.1	 Clauses 2.2, 3.2, 3.3, 3.6, 3.7, 4.1, 4.4, 5, 7.2, 7.5, 7.6, 7.7,
9.1, 10.2, 16.3, 16.4, 17, 18, 24, 27.4 and Schedule 2 confer various benefits on GECC and/or Arastirma, and Clause 18 confers benefits on the Company, and, subject to the
remaining provisions of this clause, such benefits are intended to be, enforceable by GECC and/or Arastirma and the Company by virtue of the Contracts (Rights of Third Parties) Act 1999. 



  
 23 









	22.2	 The Parties do not intend that any term of this agreement, apart from Clauses 2.2, 3.2, 3.3, 3.6, 3.7, 4.1,
4.4, 5, 7.2, 7.5, 7.6, 7.7, 9.1, 10.2, 16.3, 16.4, 17, 18, 24, 27.4 and Schedule 2, should be enforceable, by virtue of the Contracts (Rights of
Third Parties) Act 1999, by any person who is not a party to this agreement. 


  

	22.3	 All provisions of this Agreement which limit the liability of the Purchaser or the Seller shall equally apply to any claims by GECC, Arastirma and/or the
Company against the Purchaser and/or the Seller. 


  

	22.4	 GECC, Arastirma and/or the Company shall be entitled to enforce the terms of Clauses 2.2, 3.2, 3.3, 3.6, 3.7,
4.1, 4.4, 5, 7.2, 7.5, 7.6, 7.7, 9.1, 10.2, 16.3, 16.4, 17, 18, 24, 27.4 and Schedule 2 only by way of arbitration in accordance with
sub-clause 27.4. 


  

	23.	 No set-off 


 Except as expressly provided under this Agreement, any payment to be made by any party under this Agreement shall be made in full without any set-off, restriction, condition or deduction for or on account of any
counterclaim. 
  

	24.	 Further assurance 


 Each Party shall from time to time at its own cost, on being required to do so by the other Party (and GECC and/or Arastirma, to the extent of the benefits conferred on it pursuant to Clause 22), now or at
any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all documents which that other party (and GECC and/or Arastirma, as relevant) may reasonably consider necessary for giving full effect to
this Agreement. 
  

	25.	 Payments 


  

	25.1	 All sums payable under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, save only as required by law. If any
deductions or withholdings are required by law to be made from any amount payable under Clause 6 (Consideration), the Purchaser shall be obliged to pay to the Seller such sum as will, after the deduction or withholding has been made, leave
the Seller with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 


  

	25.2	 If a party defaults in the payment when due of any sum payable under this Agreement (whether determined by agreement or pursuant to an order of a court or
otherwise), the liability of that party shall be increased to include interest on the balance of such sum outstanding from time to time from the date when such payment is due until the date of actual payment (as well after as before judgment) at a
rate of 2 per cent. per annum above the base rate from time to time of Barclays Bank plc. Such interest shall accrue from day to day and shall be compounded monthly. 



 

	26.	 Choice of governing law 


 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law. Any matter, claim or dispute arising out of or
in connection with this Agreement, whether contractual or non-contractual, is to be governed and determined in accordance with English law. 
  

	27.	 Jurisdiction 


  

	27.1	 All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of
Commerce (“ICC”) by three arbitrators 



  
 24 









	 	 
appointed in accordance with the said Rules. The first arbitrator will be appointed by the Party initiating the arbitration proceedings simultaneously with its demand for arbitration, the second
one of which will be appointed by the other Party within 20 (twenty) Business Days of the date on which it has received notice of the demand for arbitration and the third one of which (who shall act as Chairman of the arbitration panel) will be
designated by agreement of the first two within twenty (20) Business Days from the appointment of the second Arbitrator or, failing such agreement, the ICC Court of Arbitration, which will also designate (A) the second arbitrator if the
Party required to make such designation will not have done so within the period indicated above; and (B) the replacement of any arbitrator who is unable or unwilling to serve or to continue to serve as such, but only in the event that such
replacement has not been designated by the Party which appointed the arbitrator to be replaced within twenty (20) Business Days from the date on which such arbitrator resigned or otherwise ceased from office or, in the case of the Chairman, by
agreement of the other two Arbitrators. The place of arbitration shall be Paris, France. The language to be used in the arbitral proceedings shall be English. 



 

	27.2	 The expenses of the arbitration proceedings referred to in this section shall be borne by the Parties in accordance with the applicable determinations of the
Arbitration Tribunal. 


  

	27.3	 The Seller and the Purchaser hereby designate their respective addresses for the giving of notice, as set forth in Clause 16 as their respective
domiciles at which service of process may be made in any arbitration, legal action or proceeding arising hereunder. 


  

	27.4	 For the avoidance of doubt, this Clause 27 shall apply to disputes between the Purchaser, GECC and/or Arastirma and/or the Company as it applies to
disputes between the Purchaser and the Seller. 


  

	28.	 Language 


  

	28.1	 Each notice, demand, request, statement, instrument, certificate, or other communication under or in connection with this Agreement shall be:



  

	 	(A)	 in English; or 


  

	 	(B)	 if not in English, accompanied by an English translation made by a translator, and certified by the party giving the notice to be accurate.



  

	28.2	 The receiving party shall be entitled to assume the accuracy of and rely upon any English translation of any document provided pursuant to sub-clause
28.1(B). 


 IN WITNESS OF WHICH the parties have entered into this Agreement on the date first mentioned above.


  
 25 








 Schedule 1  

(Conditions to Completion) 
  

	1.	 Regulatory consents in Turkey 


  

	1.1	 The BRSA having notified the Purchaser that it has approved the acquisition of the Shares in the Company by the Purchaser. 



 

	1.2	 Receipt by the Purchaser of a notification (by way of certificate or letter) from the Turkish Competition Board approving the acquisition of the Shares in the
Company by the Purchaser or stating that it has no objection thereto or, in the alternative, the approval of the Turkish Competition Board approving the acquisition of the Shares in the Company by the Purchaser being deemed to have been given by the
Turkish Competition Board by virtue of the failure or omission by the Turkish Competition Board to respond to the Purchaser’s application to the Turkish Competition Board requesting its approval of the acquisition of the Shares in the Company
by the Purchaser within a period of 30 (thirty) calendar days commencing from the date of submission of such application. 


  

	1.3	 The CMB having notified the Purchaser that it has approved the indirect change in ownership of Garanti Yatirim Menkul Kiymetler AŞ. and
Garanti Portföy Yönetimi A.Ş. by reason of the acquisition of the Shares in the Company by the Purchaser. 


  

	1.4	 The BRSA having notified the Purchaser that it has approved the indirect change in ownership of Garanti Factoring Hizmetleri A.Ş. and Garanti Finansal
Kiralama A.Ş. by reason of the acquisition of the Shares in the Company by the Purchaser. 


  

	1.5	 The Turkish Treasury (Hazine Müsteşarliği) having notified the Purchaser that it has approved the indirect change in ownership of
Garanti Emeklilik ve Hayat A.Ş. by reason of the acquisition of the Shares in the Company by the Purchaser. 


  

	2.	 Other regulatory consents 


  

	2.1	 The Purchaser having obtained a declaration of no objection (verklaring van geen bezwaar) of the Dutch Central Bank (De Nederlandsche Bank N.V.)
in relation to the acquisition of the Shares in the Company by the Purchaser. 


  

	2.2	 The central bank of Spain having notified the Purchaser that it has approved the acquisition of the Shares in the Company by the Purchaser.



  

	2.3	 The national bank of Romania having notified the Purchaser that it has approved the acquisition of the Shares in the Company by the Purchaser.



  

	2.4	 The European Commission having issued a decision under Article 6(1)(b) or 6(2) of Council Regulation (EC) No. 139/2004 (the “Merger
Regulation”) (or being deemed to have done so under Article 10(6) of the Merger Regulation) approving the purchase of the Shares as being compatible with the common market and/or, if any aspect of the Transaction is referred by the European
Commission to a national competition authority of an EU or EFTA state or more than one such competition authorities under Article 9 of the Merger Regulation, approval having been received from each such competent authority that the purchase of the
Shares by the Purchaser may proceed. 


 The words “approved”, “approving”,
“approval” or “notice of no objection” or their derivatives in relation to the regulatory consents in paragraphs 1 and 2 above shall mean an approval (or declaration of no objection, as applicable) by the relevant competent
authority which does not impose conditions, undertakings or obligations on the Purchaser such that the impact of any such conditions, undertakings or obligations imposed on the Purchaser is so serious and adverse that
they could reasonably be expected to affect fundamentally the willingness of a reasonable purchaser to proceed to Completion. 

  
 26 









	3.	 GE SPA 


  

	3.1	 GECC and/or Arastirma and the Purchaser entering into the GE SPA on the date of this Agreement. 



 

	3.2	 The GE Conditions having been fulfilled other than the condition set out at paragraph 3.2 of Schedule 1 of the Dogus SPA. 



 

	4.	 Regulatory Action 


 No Regulatory Action having occurred. 

  
 27 








 Schedule 2 

(Completion arrangements) 
 Part A
(Transfer Obligations) 
  

	1.	 At Completion, and following receipt by the Seller, the Purchaser and GECC and/or Arastirma of written confirmation from the Escrow Agent that the activities
set out under sub-clauses 5.3 and 5.4 and sub-clauses 5.3 and 5.4 of the GE SPA have been duly performed, the Seller (for the benefit of GECC and/or Arastirma and the Purchaser) and the Purchaser shall provide together
with the GECC and/or Arastirma joint irrevocable instructions to the Escrow Agent to, simultaneously: 


  

	 	(A)	 transfer an amount equal to the Purchase Price from the BBVA Bank Account to the Dogus Bank Account in immediately available funds with value date the
Completion Date; 


  

	 	(B)	 transfer an amount equal to the GE Purchase Price from the BBVA Bank Account to the GE Bank Account in immediately available funds with value date the
Completion Date; 


  

	 	(C)	 transfer the Shares from the Dogus Custody Account to the BBVA Custody Account; and 



 

	 	(D)	 transfer the GE Shares from the GE Custody Account to the BBVA Custody Account. 



 

	2.	 The Seller and the Purchaser shall not be responsible for the fees and costs payable to the Escrow Agent in connection with the activities mentioned above and
also in circumstances where the Company is acting as Escrow Agent no fees or costs shall be payable to the Escrow Agent. 


  

	3.	 Upon receipt of written confirmation from the Escrow Agent that the activities set out under paragraph 1 above have been duly performed in relation to
the Shares, the Seller shall provide a signed written instruction to its broker to confirm that the Shares have been transferred to the Purchaser and instructing registration of the share transfer with the MKK with a signed copy also delivered to
the Purchaser including the following declaration: “Pursuant to a share purchase agreement dated 1 November 2010, we have sold 26,418,840,000 shares in Turkiye Garanti Bankasi A.S. and hereby instruct you to transfer such shares to
BBVA’s account of [    ] held by [    ] for purpose of delivery of such shares” and shall cause the board of directors of the Company to resolve to register and register the Purchaser in the
share ledger of the Company as the new registered owner of the Shares. 


 Part B (Seller’s obligations) 

At or prior to Completion, the Seller shall: 
  

	1.	 deliver to the Purchaser a copy (certified by a director or officer of the Seller to be a true copy of a resolution in force at Completion) of the resolution
of the directors of the Seller authorising the execution by the Seller of this Agreement; 


  

	2.	 procure that those Seller’s representatives on the audit committee (or any other committee) of the Company (if any) who are required to resign in order
to comply with the committee composition agreed upon by the Dogus Shareholders (as defined in the New Shareholders’ Agreement) in Section 5.05 of the New Shareholders’ Agreement resign their offices as such, such resignations to be
tendered at the board meeting referred to in paragraph 3 of Part B of this Schedule 2; 


  

	3.	 procure a board meeting of the Company to be held for the purposes of considering and resolving upon the following matters and at which:



  

	 	(A)	 the Seller shall procure that (i) the current chief executive officer of the Company ceases to serve on the board of directors of the Company as the
nominee of the Seller and serve instead as a member of the board of directors pursuant to the Banking Act No. 5411 and (ii) the resignation of the Seller’s nominated representatives (to the extent necessary) on the




  
 28 









	 	 
audit committee (or any other committee) of the Company, to ensure compliance with the committee composition agreed upon in the New Shareholders Agreement, shall be tendered and accepted; and



  

	 	(B)	 the Seller shall procure (for the benefit of GECC, the Purchaser and Arastirma) that (i) such Seller’s representatives on the board of directors or
audit committee (or any other committee) of the Company (if any) vote to accept the resignations of each of GECC’s and Arastirma’s representatives on the board of directors and audit committee (or any other committee) of the Company and
the appointment of the individuals nominated by the Purchaser to the board of directors of the Company (and to the relevant committees) in accordance with the Board and committee composition agreed upon by Dogus Shareholders (as defined in the New
Shareholders’ Agreement) in accordance with Section 5.05 of the New Shareholders’ Agreement (such nominees to be notified to the Seller by the Purchaser no less than 3 Business Days prior to Completion) and (ii) no such director
withdraws or revokes its vote at any time, 


 and in each case, such resignations and appointments to be
made and resignations to be accepted in such sequence as is required so as to satisfy the quorum requirements for the board meeting; and 
  

	4.	 deliver to the Purchaser an original of the Assignment Deed executed by the Seller. 



Part C (Purchaser’s obligations) 
 At or
prior to Completion, the Purchaser shall: 
  

	29.	 procure that the Purchaser’s representatives on the board of directors of the Company vote to accept the resignations referred to in paragraph 3
of Part B above and shall procure that no such director withdraws or revokes its vote at any time; and 


  

	30.	 deliver to the Seller a copy (certified by a director or officer of the Purchaser to be a true copy of a power of attorney in force at Completion) of the
power of attorney executed by the Purchaser authorising the execution by the Purchaser of this Agreement and the Assignment Deed. 


  

	31.	 deliver to the Seller an original of the Assignment Deed executed by the Purchaser. 



Part D (General) 
 All documents and items
delivered at or prior to Completion pursuant to this Schedule 2 shall be held by the recipient to the order of the person delivering the same until such time as Completion shall be deemed to have taken place. Simultaneously with: 

 

	(A)	 delivery of all documents and items required to be delivered at Completion in accordance with this Schedule 2 (or waiver of the delivery of it by the
person entitled to receive the relevant document or item); and 


  

	(B)	 receipt of an electronic funds transfer by the Seller, GECC and/or Arastirma (as appropriate) of an amount equal to the total consideration payable by the
Purchaser in respect of the Shares and the GE Shares respectively in accordance with Part A above, 


 the documents and
items delivered in accordance with this Schedule shall cease to be held to the order of the person delivering them and Completion shall be deemed to have taken place. 

  
 29 








 SIGNED BY THE PARTIES 
  

							
	Signed by	  	 	)	  	  	
	  
	  	 	)	  	  	  

	for and on behalf of	  	 	)	  	  	Duly authorised signatory
	DOGUS HOLDING A.S.	  	 	)	  	  	

  

							
	Signed by	  	 	)	  	  	
	  
	  	 	)	  	  	  

	for and on behalf of	  	 	)	  	  	Duly authorised signatory
	BANCO BILBAO VIZCAYA
ARGENTARIA, S.A.	  	 	)	  	  	


  
 30