**Exhibit 4.2**

**SHAREHOLDERS’AGREEMENT**

This SHAREHOLDERS’AGREEMENT, dated as of 18 August, 2006 by and between (1) National Bank ofGreece S.A., a *société anonyme*organized under the laws of the Republic of Greece (the “*Purchaser*”) and, (2) Fiba Holding A.S (“*Fiba Holding*”),Girisim Factoring A.S and Fiba Factoring Hizmetleri A.S, each a joint stockcompany organized under the laws of the Republic of Turkey (Fiba Holding,Girisim Factoring A.S. and Fiba Factoring Hizmetleri A.S., are collectivelyreferred to as the “*FibaShareholders*”);

**WITNESSETH THAT:**

WHEREAS, pursuant to the Share Purchase Agreement (asdefined below), the Purchaser agreed to acquire (the “*Acquisition*”) from the Sellers (as defined below) thePurchaser Shares (as defined below) representing 46% of the ordinary sharecapital and all of the Founders’ Shares (as defined below) of Finansbank A.S.,a listed joint stock corporation organized under the laws of the Republic ofTurkey (the “*Company*”), on theterms and conditions stated therein;

WHEREAS, Fiba Shareholders, following the Acquisition,continue to hold the Fiba Shares (as defined below) representing 9.68% of theordinary share capital of the Company; and

WHEREAS, the Purchaser and Fiba Shareholders wish toset forth the terms and conditions for their cooperation as shareholders in theCompany, including the terms governing the composition of the Board ofDirectors (as defined below) and certain other rights and obligations to eachother.

NOW, THEREFORE, for goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Parties (as defined below), intending to be bound hereby,agree as follows:

**ARTICLE I**

**DEFINITIONS**

1.01     *Definitions*.—In this Agreement, each of the following termsshall have the meaning set forth below:

“*Affiliate*” :shall mean, with respect to any Person, an individual, corporation,partnership, firm, association, unincorporated organization or other entitydirectly or indirectly controlling, controlled by or under common control withsuch Person. For the purposes of this Agreement, Mr HűsnűŐzyeğin and any Affilitate of Mr HűsnűŐzyeğin shall be an Affiliate of theSellers. For the purposes of this definition, “*control*”shall mean having or being subject to a Controlling Interest.

“*Agreement*” :shall mean this Shareholders’ Agreement, as amended, supplemented, restated orotherwise modified from time to time.

“*Articles*” :shall mean the articles of association of the Company in effect from time totime.

“*Board of Directors*”: shall mean the board of Directors of the Company.

“*Business Day*” :shall mean any calendar day other than a Saturday, Sunday or any other day onwhich credit institutions are authorized to close in Athens (Greece) and/orIstanbul (Turkey).

“*Change of Control*”: shall mean, with respect to the Purchaser, that the shares or other ownershipinterests of the Purchaser shall have been directly or indirectly transferred(either in one transaction or on a cumulative basis) and, after giving effectto such transfer, the direct or indirect ownership of 50% or more of the sharesor other ownership interests of the Purchaser belongs to a Person (alone or together 

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with its Affiliates) otherthan the shareholders who directly or indirectly owned such shares or otherownership interests at the date of this Agreement.

“*Closing Date*” :shall have the meaning given to such term in the Share Purchase Agreement.

“*CMB*” : shallmean the Capital Markets Board (“Sermaye Piyasasi Kurulu”) of the Republic ofTurkey.

“*Company*” :shall have the meaning ascribed to such term in the recitals.

“*Directors*” :shall mean the directors of the Company from time to time.

“*Fiba Shares*” :shall mean the Ordinary Shares owned by Fiba Shareholders as at the date ofthis Agreement (and following the transfer of the Purchaser Shares pursuant tothe Acquisition), as may be reduced from time to time following the transfer ofsuch Fiba Shares by the Fiba Shareholders pursuant to and in accordance withthis Agreement or, after Closing, under the Share Purchase Agreement.

“*Fiba Shares Offer Price*”: shall have the meaning ascribed to such term in Section 2.03(A).

“*Fiba Shareholders*”: shall have the meaning ascribed to such term in the preamble to thisAgreement (and, following the Closing Date, shall include their Affiliates tothe extent any such Affiliate becomes a holder of Fiba Shares pursuant to theterms of this Agreement).

“*Final Ordinary ShareConsideration*” shall have the meaning given to such term in theShare Purchase Agreement.

“*Finansbank Shares*”: shall mean the Fiba Shares and the Purchaser Shares collectively.

“*Founders’ Shares*”: shall have the meaning given in the Share Purchase Agreement.

“*IFRS*” : shallmean International Financial Reporting Standards as promulgated by theInternational Accounting Standards Board and as in force at the date to whichthe relevant financial statements are prepared.

“*International Subsidiaries*”: shall have the meaning ascribed to such term in the Share Purchase Agreement.

“*Lien*” and “*Liens*” : shall mean any mortgage, pledge, option, securityinterest, usufruct right, easement, conditional sale or other title retentionagreement, attachment (whether preliminary, ordinary or an execution of ajudgment), lien, charge of any kind, including any agreement to exercise votingrights, any agreement or derivatives transaction to give effect to any of theforegoing or other similar restriction or third-party rights, as the contextmay require.

“*No Action Event*”: shall have the meaning ascribed to such term in Section 2.03(A) or Section 2.03(B),as the context requires.

“*Offered Fiba Shares*”: shall have the meaning ascribed to such term in Section 2.03(A).

“*Offered Purchaser Shares*”: shall have the meaning ascribed to such term in Section 2.03(B).

“*Offer Notice*” :shall have the meaning ascribed to such term in Section 2.03(A).

“*Ordinary Shares*”: shall mean the issued and outstanding ordinary shares in the capital of theCompany from time to time.

“*Party*” : shallmean Fiba Shareholders, or the Purchaser Shareholders, individually, and “*Parties*” shall mean Fiba Shareholders and the PurchaserShareholders collectively.

“*Person*” : shallmean an individual, partnership, joint venture, company, trust, unincorporatedorganization, government or other entity.

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“*Purchase Price*”: shall have the meaning given in the Share Purchase Agreement.

“*Purchaser*” :shall have the meaning assigned to such term in the preamble to this Agreement(including its Affiliates to the extent any such Affiliate becomes aShareholder pursuant to the terms of this Agreement).

“*Purchaser Shareholders*”: means the Purchaser and any of its Affiliates to the extent any suchAffiliate becomes a Shareholder pursuant to the terms of this Agreement.

“*Purchaser Shares*”: shall mean the Ordinary Shares owned by the Purchaser and any of itsAffiliates pursuant to the Share Purchase Agreement and/or this Agreement.

“*Purchaser Shares OfferPrice*” : shall have the meaning ascribed to such term in Section 2.03(B).

“*Put/Call Option Price*”: shall have the meaning given in Section 2.06.

“*Sale*” : shallhave the meaning ascribed to such term in Section 2.01.

“*Sellers*” :shall mean Fiba Holding, Fina Holding A.S., Girisim Factoring A.S. and FibaFactoring Hizmetleri A.S.

“*Shareholders*” :shall mean the owners of the Fiba Shares and the Purchaser Shares from time totime.

“*Share Purchase Agreement*”: shall mean the share purchase agreement between the Purchaser and theSellers, dated 3 April, 2006.

“*SPA Price per OrdinaryShare*” : shall mean the amount in USD which results from dividingthe Final Ordinary Share Consideration by the number of Ordinary Sharespurchased by the Purchaser under the Share Purchase Agreement at Closing.

“*Tag/Drag Along Agreement*”shall mean the agreement to be entered into between the Fiba Shareholders andthe Purchaser on the date of this Agreement in the form of Exhibit I tothis Agreement.

“*Tender Offer*” :shall have the meaning ascribed to such term in the Share Purchase Agreement.

“*USD*” : shallmean the lawful currency of the United States of America.

Unless otherwiseexpressly provided herein, terms used in this Agreement shall have the meaningsascribed to them in, and shall be interpreted in accordance with the provisionsof, the Share Purchase Agreement.

1.02.    *Principles of Construction*.—(i) References to sectionsand articles are to Sections and Articles in this Agreement unless otherwisespecified. The words “hereof”, “herein” and “hereunder” and words of similarimpact when used in this Agreement shall refer to this Agreement as a whole andnot to any particular provisions of this Agreement.

(ii)       Anynotices required to be sent by, or to, any Fiba Shareholders pursuant to theterms of this Agreement including the notices sent in pursuit of certainconsents under Section 2.02 or relating to the exercise of certain rightsunder Sections 2.03 and 2.04 shall be deemed to have been duly sent or receivedby all Fiba Shareholders, if sent or received solely by Fiba Holding.

(iii)      FibaHolding is hereby authorised by all the other Fiba Shareholders to act on theirbehalf with full capacity and authority in exercising all rights expressed tobe exercisable by any Fiba Shareholder under this Agreement.

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**ARTICLE II**

**SHARE TRANSFERS**

2.01.    *Restrictions on Share Transfers*.—(a) Finansbank Sharesmay only be transferred in accordance with the provisions of this Agreement orthe Share Purchase Agreement (in each case as well as complying, whereapplicable, with the Articles) (any such transaction being referred to as the “Sale”and the words “Sell”, “Sold” and “Selling” shall have similar meaning as thecontext requires).

(b)        Exceptfor a transfer (i) permitted by Section 2.02, or (ii) under thecaption “Purchaser’s  Call Option” in Section 2.03(A),or (iii) under the captions “Fiba Shareholders’ Tag-Along Right, “PurchaserShareholders’ Drag-Along Right” or “Fiba Shareholders’ Put Option in Section 2.03(B) or(iv) under Section 3.03, no Fiba Shareholder shall for a period offour (4) years from the Closing Date, transfer any Fiba Shares to anyperson.

(c)        NoFiba Shareholder shall, otherwise than in accordance with this Agreement, atany time;

(i)         transferany Fiba Shares;

(ii)       grant,declare, create or dispose of any right or interest in any Fiba Shares; or

(iii)      createor permit to exist any Lien or other encumbrance over any Fiba Shares.

2.02.    *Conditional Share Transfers*.—Any Sale of Fiba Shares betweenany Fiba Shareholder and any of its Affiliates, or any Sale of the PurchaserShares between the Purchaser and any of its Affiliates, may be made providedsuch Affiliate has first agreed in writing to become a Party to this Agreement.An Affiliate having become a Shareholder shall have all rights and assume allobligations expressed in this Agreement as belonging to the Party from whom itpurchased any Finansbank Shares provided that the Party Selling such FinansbankShares shall continue to be jointly and severally liable with such Affiliate inrespect of the punctual and exact performance by the latter of all obligationsarising from this Agreement. Any Sale pursuant to this Section 2.02 shallnot be subject to the provisions of Section 2.03.

2.03     (A). *Right of First Offer of the Purchaser Shareholders*.—If,following the fourth anniversary of the Closing Date, any Fiba Shareholderwishes to Sell any part of the Fiba Shares it then owns, it undertakes toprovide a right of first offer to the Purchaser (acting on its own behalf andon behalf of the other Purchaser Shareholders). Such Fiba Shareholder shallprovide the Purchaser with a written notice (the “*Offer Notice*”) of such intended Sale stating the number ofthe Fiba Shares to be Sold (the “*OfferedFiba Shares*”), the price per Fiba Share (the “*Fiba Shares Offer Price*”) (including such written records asare reasonably necessary to evidence such Offer Price), the identity of the proposedtransferee, and the other terms of the intended Sale. Within 15 Business Daysof receipt of the Offer Notice, the Purchaser shall inform such FibaShareholder in writing if it or any of its Affiliates wishes to exercise theright of first offer to buy all of the Offered Fiba Shares (but not less thanall) (the “*Acceptance Notice*”)on the terms and conditions as stated in the Offer Notice. Upon receipt of theAcceptance Notice, such Fiba Shareholder shall Sell all of the Offered FibaShares to the Purchaser or its Affiliate (as applicable) on the terms stated inthe Offer Notice. If the Purchaser fails to respond to the Offer Notice withinthis period or informs such Fiba Shareholder that it elects not to exercise itsright of first offer with respect to the Offered Fiba Shares (such event beingreferred to as a “*No Action Event*”),then within forty five (45) days after the date of the Offer Notice, such FibaShareholder will be permitted to Sell all (but not less than all) of theOffered Fiba Shares to the proposed transferee identified in the Offer Noticeat any consideration not less than the Fiba Shares Offer Price and on otherterms not more favourable than those specified in the Offer Notice. Save asotherwise agreed in writing between the Parties, all Sales pursuant to this Section 2.03(A) must be completed within forty five (45) days of the date of the OfferNotice, this period only being subject to extension by agreement of the Parties(acting reasonably) to the extent necessary to obtain required governmental andregulatory approvals and if the proposed Sale has been otherwise 

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unconditionally agreedprior to the end of such forty five (45) day period. For the avoidance ofdoubt, no transfer under this provision of Section 2.03(A) shall takeplace unless any required governmental or regulatory approval has beenobtained.

*Purchaser’s Call Option.—**Without***prejudice to the drag along right of the PurchaserShareholders pursuant to Section 2.03(B), at any time following:

(i)         theconsummation of the Tender Offer and for a period of one (1) monththereafter; and/or

(ii)       thesecond anniversary of the Closing and for a period of two (2) yearsthereafter,

the Purchaser shall have the right and the option, butnot the obligation (the “*Call Option*”),by delivery of a call notice (the “*Call Notice*”)to require the Fiba Shareholders to Sell (and, upon the exercise by thePurchaser of such right, the Fiba Shareholders shall be obligated to Sell tothe Purchaser):

(a)        inrespect of the period referred to in (i) above, Fiba Shares up to thedifference between 50% plus one Ordinary Share of the Ordinary Shares and thetotal Ordinary Shares then owned by the Purchaser, at the purchase price perFiba Share equal to the SPA Price per Ordinary Share; and

(b)        inrespect of the period referred to in (ii) above, Fiba Shares whichconstitute a minimum of 3% of the outstanding ordinary share capital at therelevant time, at the Put/Call Option Price (the Call Option in this paragraph (b) being,for the avoidance of doubt, exercisable on one or more occasion).

If the Purchaserexercises its Call Option pursuant to Paragraph (b) above of this Section 2.03(A),the costs and expenses of calculating the Put/Call Option Price shall be borneby the Purchaser.

2.03     (B) *Right of First Offer of Fiba Shareholders*.—In the event thatany Purchaser Shareholder wishes to Sell any part of the Purchaser Shares itthen owns, it undertakes to provide a right of first offer to Fiba Holding(acting on its own behalf and on behalf of the other Fiba Shareholders) bydelivering to Fiba Holding an Offer Notice (as defined in Section 2.03(A)) of such intended Sale stating the number of the Purchaser Shares to beSold (the “*Offered Purchaser Shares*”),the price per Purchaser Share (the “*PurchaserShares Offer Price*”) (including such written records as arereasonably necessary to evidence such Purchaser Shares Offer Price), theidentity of the proposed transferee, and the other terms of the intended Sale. Within15 Business Days of receipt of the Offer Notice, Fiba Holding shall have theright to inform the Purchaser in writing by way of sending an Acceptance Noticeif it or any of its Affiliates wishes to exercise the right of first offer tobuy all of the Offered Purchaser Shares (but not less than all) on the termsand conditions as stated in the Offer Notice. Upon receipt of the AcceptanceNotice, the Purchaser shall Sell all of the Offered Purchaser Shares to FibaHolding or its Affiliate (as applicable). If Fiba Holding fails to respond tothe Purchaser within this period or informs the Purchaser that it elects not toexercise its right of first offer with respect to the Offered Purchaser Shares(such event being referred to as a “*NoAction Event*”), then within forty five (45) days after the date ofthe Offer Notice, such Purchaser Shareholder will be permitted to Sell all (butnot less than all) of the Offered Purchaser Shares to the proposed transfereeidentified in the Offer Notice at any consideration not less than the PurchaserShares Offer Price and on other terms not more favourable than those specifiedin the Offer Notice. Save as otherwise agreed in writing between the Parties,all Sales pursuant to this Section 2.03 (B) must be completed withinforty five (45) days of the date of the Offer Notice, this period only beingsubject to extension by agreement of the Parties (acting reasonably) to theextent necessary to obtain required governmental and regulatory approvals andif the Sale has been otherwise unconditionally agreed prior to the end of suchforty five (45) day period. For the avoidance of doubt, no transfer under thisprovision of Section 2.03(B) shall take place unless any requiredgovernmental or regulatory approval has been obtained.

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*FibaShareholders’ Tag-Along Right.—**If***at any time an Offer Notice is served by any PurchaserShareholder on Fiba Holding pursuant to this Section 2.03 (B) and aNo Action Event occurs thereupon, Fiba Shareholders shall be entitled to Sellto any Person designated by the Purchaser (in which case the Purchaser shall beobligated to procure the purchase by such Person so designated) such proportionof the number of Fiba Shares they then own which is equal to the proportionthat the number of Purchaser Shares subject to the Offer Notice is to thenumber of Purchaser Shares then held by the Purchaser Shareholders, at thePurchaser Shares Offer Price and on the terms and conditions stated in therelevant Offer Notice. The Purchaser shall have the right but not theobligation to purchase such Fiba Shares on the same terms and conditions inlieu of procuring the purchase by its designee. The tag-along right of FibaShareholders shall be exercisable in the manner and upon the terms stated inthe Tag/Drag-Along Agreement.

*PurchaserShareholders’ Drag-Along Right.—**If***at any time an Offer Notice is served by any PurchaserShareholder on Fiba Holding pursuant to this Section 2.03(B) and a NoAction Event occurs thereupon, the Purchaser shall be entitled to require, onbehalf of itself and the Purchaser Shareholders, the Sale by the FibaShareholders to the transferee identified in the Offer Notice (in which casethe Fiba Shareholders shall be obligated to Sell to the proposed transferee)such proportion of the number of Fiba Shares they then own which is equal tothe proportion that the number of Purchaser Shares subject to the Offer Noticeis to the number of Purchaser Shares then held by the Purchaser Shareholders,at the Purchaser Shares Offer Price and on the terms and conditions stated inthe relevant Offer Notice. The Purchaser shall have the right but not theobligation to purchase such Fiba Shares on the same terms and conditions inlieu of procuring the purchase by its designee. The drag-along right ofPurchaser Shareholders shall be exercisable in the manner and upon the termsstated in the Tag/Drag-Along Agreement.

*FibaShareholders’ Put Option.—**Without***prejudice to the tag along right of the Fiba Shareholdersstipulated in this Section 2.03 (B), at any time following the secondanniversary of the Closing Date and for a period of two (2) yearsthereafter, Fiba Shareholders shall have the right and the option, but not theobligation (the “*Put Option*”), bydelivery of a put notice (the “*PutNotice*”) on one or more occasions to require the Purchaser topurchase (and, upon the exercise by Fiba Shareholders of such right, thePurchaser shall be obligated to purchase from Fiba Shareholders) Fiba Shareswhich, on each such occasion, constitute a minimum of 3% of the outstandingordinary share capital at the relevant time, at the Put/Call Option Price. Ifthe Fiba Shareholders exercise their Put Option pursuant to thisSection 2.03(B), the costs and expenses of calculating the Put/Call OptionPrice shall be borne by the Sellers.

2.04.    *Public or Private Placements*.—If (i) any PurchaserShareholder or (ii) following the fourth anniversary of the Closing Date,any Fiba Shareholder wishes to Sell any or part of the Shares it then owns in apublic or private placement, it shall comply with the provisions of Sections2.03(A) or 2.03(B), as applicable, save that the Offer Price for thepurposes of the Offer Notice shall be the volume weighted average price of theshares of the Company traded on the Istanbul Stock Exchange in the thirty (30)Business Days ending on the last Business Day prior to the date of the OfferNotice. If, in accordance with Sections 2.03(A) or 2.03(B), a No ActionEvent occurs in relation to any Offered Purchaser Shares or Offered FibaShares, then, notwithstanding anything to the contrary in Sections 2.03(A) and2.03(B), such Party shall be free to sell all or part of the Offered Shares ina public or private placement within 10 days of the No Action Event for anyconsideration (whether higher or lower than the Purchaser Shares Offer Price orthe Fiba Shares Offer Price, as the case may be) and on any terms (whether ornot more favorable to the Purchaser or the Fiba Shareholders, as the case maybe, than those set out in the Offer Notice) provided such sale is on a bonafide best-execution basis and is lead managed by at least one reputableinternational investment bank.

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2.05     *Transfer Terms*.—AnyOrdinary Shares to be transferred pursuant to this Agreement shall betransferred on and subject to the following terms:

(a)        theOrdinary Shares will be sold free from all Liens and other encumbrances,together with all rights of any nature attaching to them including all rightsto any dividends or other distributions declared, paid or made after the dateof the relevant Offer Notice;

(b)        therelevant seller (the “*Transferor*”)shall deliver to the relevant buyer (the “*Transferee*”)duly executed transfer(s) in favour of the Transferee or as it may direct,together with, if appropriate, share certificate(s) for the Ordinary Sharesbeing transferred and a certified copy of any authority under which suchtransfer(s) is/are executed;

(c)        againstdelivery of the transfer(s), the Transferee shall pay the consideration for theOrdinary Shares to the Transferor in cleared funds for value on the completiondate;

(d)        theparties shall ensure (insofar as they are able) that the relevant transfer ortransfers (subject to their being duly stamped, stamp duty to be paid by theTransferee) are registered in the name of the Transferee or as it may direct;

(e)        theTransferor shall do all such other things and execute all other documents(including any deed) as the Transferee may reasonably request to give effect tothe sale and purchase of the Ordinary Shares being transferred, and

(f)         forthe avoidance of doubt, no such transfer shall take place unless any requiredgovernmental or regulatory approval has been obtained, and the parties shalleach use reasonable endeavours to obtain such approvals.

2.06     *Put/Call Option Price*—(a)    For the purpose of this Agreement:

***“Dividend AdjustedEquity”*********means, in relation to any date, the amountin YTL equal to the shareholders’ equity, on a consolidated basis, of theCompany and its subsidiaries as at that date (as shown in the consolidated IFRSfinancial statements of the Company and its subsidiaries as at that date), *minus*the amount in YTL equal to the element of thatshareholders’ equity which is attributable to minority interests as at thatdate (as shown in the consolidated IFRS financial statements of the Company andits subsidiaries as at that date), *plus*an amountin YTL equal to the aggregate gross amount of dividends paid in cash by theCompany to holders of Ordinary Shares at any time from but excluding theClosing Date up to and including that date.

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“***RoAE***” means theamount which is the product of the following calculation:

**[Graphicto Come]**

Where:

| ***a***                 |   | =      |   | the total number of fiscal quarters of the Company  falling within the RoAE Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-------------------------|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ***Total  Net Profit*** |   | =      |   | the amount in YTL equal to the aggregate of the  Quarterly Net Profit as calculated for each of the fiscal quarters in the  RoAE Period; the “***Quarterly  Net Profit***” in respect of a fiscal quarter shall be the amount  in YTL which is equal to the consolidated net profit of the Company and its  subsidiaries for that fiscal quarter (as shown in the applicable consolidated  IFRS financial statements of the Company and its subsidiaries), *minus*the amount in YTL equal to the element of  that consolidated net profit which is attributable to minority interests as  at that date (as shown in the applicable consolidated IFRS financial  statements of the Company and its subsidiaries as at that date), *plus or minus*the amount of any adjustment required to be  made to give effect to paragraph (c) below (to the extent applicable)  (for the avoidance of doubt, any Quarterly Net Profit shall be calculated  excluding any gain which arises as a result of any transfer or other step  which takes place at Closing); |
| ***Average  Equity***   |   |   |   | the amount in YTL equal  to the arithmetical average of the Dividend Adjusted Equity (in each case, *plus or minus*the amount of any adjustment required to be  made to give effect to paragraph (c) below, to the extent applicable) at  the opening of the RoAE Period (for the avoidance of doubt, reflecting the  fact that Closing has occurred) and at the end of each of the fiscal quarters  in the RoAE Period,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

“*Multiple*” means: 3.5 if the RoAE is 25 or higher; or 3 ifthe RoAE is less than 25 but higher than or equal to 23; or 2.5 if the RoAE isless than 23.

“*Option Notice*” means any Put Notice, Change of Control PutNotice or relevant Call Notice served pursuant to Section 2.03.

“*Put/Call Auditors*”******means the statutory auditors of the Companyas at the date the Option Notice is served;

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“*Put/Call Option Price*” means the USD Equivalent (asdetermined as at the date on which the relevant Option Notice is served) of thesum resulting from the following calculation:

**[Graphic to Come]**

Where:

| ***v*** |   | = |   | the amount equal to the aggregate gross amount of  dividends paid in cash in respect of the Ordinary Shares which are the  subject of the relevant Option Notice during the period between the Closing  Date and the date on which the transfer of such Ordinary Shares is completed |
|---------|--------|---|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ***w*** |   | = |   | the number of Ordinary Shares which are the subject  of the Option Notice                                                                                                                                                                                                            |
| ***y*** |   | = |   | the Dividend Adjusted Equity as at the end of the  RoAE Period, minus an amount equal to the total cash received by the Company  during the RoAE Period pursuant to the issue of any new shares in the capital  of the Company                                                       |
| ***z*** |   | = |   | the total number of  Ordinary Shares outstanding as at the end of the RoAE Period excluding any  new shares issued by the Company for any increase in its share capital for  cash during the RoAE Period.                                                                            |

 

“***RoAE Period***” meansthe period from and including the  firstfull fiscal quarter immediately following the fiscal quarter during whichClosing takes place, to and including the last full fiscal quarter immediatelyprior to the fiscal quarter during which the Option Notice is served.

(b)        TheParties shall, within 10 Business Days after the Option Notice has been served,procure that the Put/Call Auditor is instructed by the Company and at theCompany’s expense to calculate the RoAE and each of the amounts forming part ofthat calculation in accordance with this Section 2.06 and the Put/CallOption Price and deliver its determination of each of them to the Parties,together with reasonable supporting calculations, within 20 Business Days ofbeing instructed. Each such calculation shall, for the avoidance of doubt, bebased solely on the quarterly consolidated IFRS financial statements actuallyprepared by the Company in the ordinary course and the only adjustments thatwill be made to the amounts derived from those statements will be those whichare required under paragraph (c) below or under the terms of theapplicable definition in paragraph (a) above. The Parties will eachexercise their respective powers to ensure that the Company prepares such otherfinancial information, and that the Put/Call Auditors are given such access tothe Company’s books and records (including papers in relation to accounts andaudits conducted in respect of relevant completed financial periods), as is ineach case reasonably necessary to enable the Put/Call Auditors to make thecalculation. The Put/Call Auditors’ determination of the RoAE and each of theamounts forming part of that calculation and also of the Put/Call Option Priceshall be final and binding on the Parties for the purpose of this Agreement, inthe absence of manifest error, and in making its determination the Put/CallAuditor shall act as expert and not as arbitrator.

(c)        Forthe purposes of calculating the RoAE only (but not for the purposes ofcalculating the Put/Call Option Price once the RoAE has been determined):

(i)         if:

(A)       aone-off provision in respect of any cash or non cash loan that was outstandingin favour of the Company (or any of its subsidiaries) immediately afterClosing, or a one-off provision for any impairment loss in respect of anytangible or intangible asset 

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owned by the Company (orany of its subsidiaries) immediately after Closing, is included in Closing DateFinancial Statements; and

(B)       thatone-off provision would not have been included in the Closing Date FinancialStatements, or the amount of the one-off provision included is greater than itwould have been, if the Closing Date Financial Statements had, in relation tothe relevant loan or asset, been prepared in a manner consistent with the accountingpolicies and procedures (together, the “***Pro Forma Policies***”) adopted in thepreparation of the Balance Sheet Date Pro Forma Financial Statements; and

(C)       anequivalent one-off provision in respect of the relevant loan or asset isincluded in any consolidated quarterly financial statements of the Company inrespect of any fiscal quarter falling within the RoAE Period and that one-offprovision continues to exceed the amount (if any) of the provision that wouldhave been included in those statements if, in relation to the relevant loan orasset, those statements had been prepared in accordance with the Pro FormaPolicies, having regard to the facts and circumstances as at the date thosestatements are prepared,

*then*theQuarterly Net Profit for the fiscal quarter during which that provision ismade, and the Dividend Adjusted Equity as at the date of the first consolidatedquarterly financial statements of the Company and its subsidiaries in whichthat provision is reflected and as at any subsequent date at which a DividendAdjusted Equity is calculated for the purposes of the calculation of the RoAE,shall each be recalcuated as if the approach taken to provisioning in respectof the relevant loan or asset had been in accordance with the Pro FormaPolicies. For the avoidance of doubt:

(aa)      thisrecalculation shall only be made for the purpose of the calculation of the RoAEand no such adjustment shall be made to the Dividend Adjusted Equity calculatedas at the end of the Overall RoE period for use in the calculation of thePut/Call Option Price; and

(bb)     if, atany time after such a one-off provision has been made, there is a changein facts or circumstances relating to the relevant loan or asset and, as aresult it would be in accordance with the Pro Forma Policies to make provision,or increase the amount of provision made, in respect of that loan or asset,then a provision, or increased provision, shall be deemed to have been made atthat point and shall be reflected in the Quarterly Net Profit for the fiscalquarter in which that change in facts or circumstances occurs, and in theDividend Adjusted Equity as at any date from and including the date that changein facts and circumstances occurs; and

(ii)       if theaccounting treatment given to the Founders’ Shares and/or to dividends inrespect of the Founders’ Shares in the consolidated IFRS financial statementsof the Company and its subsidiaries as at any date after Closing is differentto the accounting treatment given to the Founders’ Shares and to dividends inrespect of Founders’ Shares in the Balance Sheet Date Financial Statements (the***“2005 Treatments”***),then (as applicable) the Quarterly Net Profit for the fiscal quarter ending onthat date and the Dividend Adjusted Equity as at that date shall be recalculatedas if the accounting treatment given to the Founders’ Shares and the dividendsin respect of Founders’ Shares in those financial statements had been the 2005Treatments.

(d)        ThePurchaser shall procure that none of the Founders’ Shares are redeemed orpurchased by the Company prior to the fourth anniversary of Closing.

(e)        The Purchaser agrees that, save as may be required by law orregulation or by any governmental or regulatory authority (including, withoutlimitation, the Turkish Capital Markets Board), the Purchaser will vote allOrdinary Shares held by it to procure that the Company does not, prior to thefourth anniversary of the Closing Date or the date on which the FibaShareholders cease to hold any Fiba Shares, whichever is the earlier, pay anycash dividend.

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**ARTICLE III**

**GOVERNANCE AND MANAGEMENT OF THE COMPANY**

3.01.    *Public Listing*.—The Parties agree and undertake to vote allFinansbank Shares they then own to maintain the Company’s listing on theIstanbul Stock Exchange for as long as the Finansbank Shares held in publichands (for the avoidance of doubt, excluding any Finansbank Shares owned by anyone of them or their respective Affiliates) represent at least five (5)% of theshare capital of the Company.

3.01(A).   *Board of Directors*.—The Parties agree that the number ofDirectors shall be seven (7) at a minumum and not be subject to anymaximum number and that the Purchaser shall be entitled to increase the overallsize of the Board of Directors at its discretion.

3.02.    *Fiba Shareholders’ Right to Participate in Management*.—Untilthe date Fiba Shareholders no longer hold Fiba Shares representing at leastfive (5)% of the Ordinary Shares, the Purchaser shall ensure the appointment oftwo (2) Directors as nominated by Fiba Holding. If the Fiba Shareholderscease to hold Fiba Shares representing at least five (5)% of the OrdinaryShares, upon written request by the Purchaser, the Fiba Shareholders shallensure that all the Directors appointed by it resign and theresignation(s) take effect without any liability on the Company forcompensation for loss of office or otherwise.

3.03.    *Change of Control*.—(a) Following a Change of Control ofthe Purchaser after Closing, the Fiba Shareholders shall at any time within 20Business Days thereafter have the right and the option, but not the obligation(the “*Change of Control Put Option*”), bydelivery of written notice (the “*Change of Control PutNotice*”) to require the Purchaser Shareholders to purchase (and,upon the exercise by Fiba Shareholders of such right, the Purchaser Shareholdersshall be obligated to purchase from the Fiba Shareholders) all Fiba Shares theyall then own (and not some only) at the purchase price per Fiba Share equal tothe Put/Call Option Price.

(b)        Forthe avoidance of doubt, the rights and benefits set out in thisSection 3.03 are granted to the Fiba Shareholders in addition to those setout in Section 2.03, including the rights granted under the paragraphcaptioned “Fiba Shareholders’ Put Option”. Fiba Shareholders shall be entitledto exercise their Put Option pursuant to the terms set out in Section 2.03(B) regardless of the occurence of a Change of Control with respect to theother Purchaser.

3.04.    *Voting and Shareholder Arrangements*.—(a) For the periodfrom the Closing Date until the date on which the Purchaser’s right to exercisethe Call Option pursuant to Section 2.03(A)(i) above expires, uponthe written request of the Purchaser, the Fiba Shareholders agree and undertaketo attend any general meetings of the Company and to vote such number of FibaShares they then own as is equal to the difference between 50.01% of theOrdinary Shares and the total number Ordinary Shares then owned by thePurchaser, in accordance with the instructions and directions of the Purchaser.

(b)        TheFiba Shareholders agree to attend all general meetings of the Company, and tovote all Ordinary Shares they then own (i) in accordance with anyrecommendations of the Board of Directors which the Directors nominated by FibaHolding have not voted against at the relevant meeting of the Board, and(ii) otherwise to give effect to the provisions of this Agreement, theShare Purchase Agreement and the Articles.

(c)        Ifthere is any dispute between the Purchaser (or any of its Affiliates) and theSellers (or any of the its Affiliates including, after Closing, theInternational Subsidiaries) under the Share Purchase Agreement or any agreemententered into pursuant thereto, the Parties agree to procure that confidentialinformation prepared for the Board of Directors relating to such dispute shallnot be provided to any Director nominated by the Sellers pursuant toSection 3.01 and that any such Director shall refrain from 

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attending that part of themeeting  and voting in respect thereto atany meeting of the Board of Directors where such dispute (or the subject matterof such dispute) is tabled or discussed.

3.05     *Joint and SeveralObligations*.—The liability of the Fiba Shareholders under thisAgreement shall be joint and several (both in respect of any covenant orobligation expressed as one of an individual Fiba Shareholders and anyexpressed as one of the Fiba Shareholders or more than one of them). If anyundertaking under this Agreement is expressed to be an obligation of more thanone Fiba Shareholder, it shall be construed as a joint and several obligationall of the Fiba Shareholders. Each of the Fiba Shareholders unconditionally andirrevocably guarantees to the Purchaser, as a continuing obligation and asprimary obligor and not merely as surety, that it and each of the other FibaShareholders will comply properly and punctually with their obligations underthis Agreement.

**ARTICLE IV**

**TERM ANDTERMINATION**

4.01.    *Effectiveness; Termination*.—This Agreement shall take effecton the date hereof upon the exchange of the duly executed copies of thisAgreement between the Parties and shall terminate, other than Sections 1.01,1.02, 4.02, 5.01, 5.02, 5.03, 5.07, 5.08, 5.09 and 5.10;

(a)        uponthe mutual written agreement of the Parties;

(b)        at18:00 (Istanbul time) on such date when, as the case may be, there cease to beany Fiba Shares held by the Fiba Shareholders or there cease to be anyPurchaser Shares held by the Purchaser Shareholders;

(c)        at theelection of one Party, if any member of the other Party is subject to an orderof a court of competent jurisdiction, or a resolution is passed, for thedissolution or administration of that Party otherwise than in the course of areorganisation or restructuring (which has been previously approved in writingby the Party not undertaking the reorganisation or restructuring, such approvalnot to be unreasonably withheld or delayed);

(d)        at theelection of one Party, if any Person takes any step to appoint a liquidator orother similar officer in respect of any assets which include either (i) theFinansbank Shares held by the other Party, or (ii) shares in the otherParty or any company that has, directly or indirectly, a Controlling Interestin it; or

(e)        at theelection of one Party, if the other Party convenes a meeting of its creditorsor makes or proposes any arrangement or composition with, or any assignment forthe benefit of, its creditors.

4.02.    *Effect of Termination*.—Ifthis Agreement is validly terminated pursuant to Section 4.01 (a), thisAgreement will forthwith become null and void, and there will be no liabilityor obligation on the part of the Parties (or any of their respective officers,directors, employees, agents or other representatives or Affiliates), except asotherwise expressly provided in this Agreement. Notwithstanding any otherprovision in this Agreement to the contrary, upon termination of this Agreementpursuant to Section 4.01, the Purchaser Shareholders will remain liable toFiba Shareholders for any breach of this Agreement by the PurchaserShareholders prior to such termination, and Fiba Shareholders will remainliable to the Purchaser Shareholders for any breach of this Agreement by anyFiba Shareholder prior to such termination, and the appropriate Party pursuantto the foregoing may seek such remedies, including damages and attorneys fees,against the other Party with respect to any such breach as are provided in thisAgreement or as are otherwise available at law or in equity.

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**ARTICLE V**

**MISCELLANEOUS**

5.01.    *Entire Agreement*.—This Agreement and the Share PurchaseAgreement and all documents delivered as part of this Agreement or the SharePurchase Agreement or which are incorporated as part of this Agreement or theShare Purchase Agreement by reference constitute and contain the entireagreement between the Parties and, replace in its entirety any and allagreements, arrangements and understandings between the Parties with respect tothe subject matter hereof.

5.02.    *Notices*.—All notices, requests and communications hereundermust be in writing and will be deemed duly given only if delivered to theParties at the following addresses or facsimile numbers.

(a)                        if to theFiba Shareholders:FIBA Holding A.S.Buyukdere Caddesi No. 129/5Mecidiyekoy, SisliIstanbul, TurkeyAttention: Husnu Ozyegin

with copy to the attention of: Kerem Moroli

(b)                       if to thePurchaser, to it at :Aiolou 86,Athens 10232, Greece,Attention: The Chairman/Chief Executive Officer

All such notices,requests and other communications will (a) if delivered personally to theaddress as provided in this Section 5.02, be deemed given upon delivery, (b) ifdelivered by facsimile transmission to the facsimile number as provided in thisSection 5.02, be deemed given upon receipt, and (c) if delivered byrecognized international courier to the address as provided in this Section 5.02,be deemed given upon confirmed receipt, and (d) if sent by letter orcable, upon receipt (in each case regardless of whether such notice, request orother communication is received by any other Person to whom a copy of suchnotice is to be delivered pursuant to this Section 5.02 and provided thatwhere delivery occurs out of Working Hours, it shall be deemed to have beenreceived at the start of Working Hours on the next following Business Day). AnyParty from time to time may change its address, facsimile number or the otherinformation for the purpose of notices to that Party by giving written noticespecifying such change to the other Parties hereto.

5.03.    *Publicity and Confidentiality*.—(a) Except, as orderedor required by any applicable law or competent judicial, governmental or otherauthority or in accordance with the requirements of any securities exchange, noParty shall issue any press release or make any other public statement relatedto this Agreement or any of the transactions contemplated by this Agreementwithout obtaining the prior written approval of the other Party (not to beunreasonably withheld or delayed) as to the contents and the manner ofpresentation and publication of such press release or public statement, or use theother Party’s name or tradename or any trademark or other intellectual propertyright of the Party without obtaining the prior approval of the other Party asto the manner of such use.

(b)        Eachof the Fiba Shareholders agrees to keep in strictest confidence all informationrelating to or acquired (i) from the Purchaser in connection with theperformance of this Agreement or (ii) through participation in theownership or management of the Company. Each of the Purchaser Shareholdersagrees to keep in strictest confidence all information relating to or acquiredfrom the Fiba Shareholders in connection with the performance of this Agreement.Each Party agrees that it will not publish, communicate, divulge, disclose oruse any information described in the preceding sentences without the 

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prior written consent ofthe other Party, except as expressly provided herein. The restriction containedin this Section 5.03 (b) shall not apply with respect to: (i) informationwhich at the time of disclosure was in the public domain unless the same occursin consequence of the breach hereof by the receiving Party; (ii) informationwhich can be demonstrated to have been independently developed by the receivingParty or acquired from a third party which did not itself acquire suchinformation with restrictions on further dissemination directly or indirectlyfrom the disclosing Party; (iii) information which the Parties have agreedis no longer confidential; and (iv) information ordered or required to bedisclosed by any applicable law or competent judicial, governmental or otherauthority or in accordance with the requirements of any stock exchange orsecurities regulation.

5.04.    *Assignment; Successors and Assigns*.—(a) Other than to aParty’s Affiliate (in which case the assigning Party must continue to bejointly and severally liable with such Affiliate in respect of the punctual andexact performance by the latter of all obligations arising from this Agreement)no interest of any Party to this Agreement may be assigned or otherwisetransferred except with the prior written consent of the other Party and isfurther subject to required government approvals.

(b)        ThisAgreement shall be binding upon and inure to the benefit of the Parties, theirsuccessors and permitted assignees.

5.05.    *Waiver*.—Any term or condition of this Agreement may bewaived at any time by the Party that is entitled to the benefit thereof, but nosuch waiver shall be effective unless in a written instrument duly executed byor on behalf of the Party waiving such term or condition. No waiver by anyParty of any term or condition of this Agreement, in any one or more instances,shall be deemed to be or construed as a waiver of the same or any other term orcondition of this Agreement on any future occasion. All remedies, either underthis Agreement or by law or otherwise afforded, will be cumulative and notalternative.

5.06.    *Amendment*.—This Agreement may be amended, supplemented ormodified only by a written instrument duly executed by or on behalf of eachParty.

5.07.    *Governing Law*.—This Agreement shall be governed by andconstrued in accordance with the laws of the Republic of Turkey, without givingeffect to any conflicts of laws principles thereof which would result in theapplication of the laws another jurisdiction.

5.08.    *Arbitration*.—All disputes arising out of or inconnection with this Agreement shall be finally settled under the Rules ofArbitration of the International Chamber of Commerce by three arbitratorsappointed in accordance with the said Rules. The first arbitrator will beappointed by the Party initiating the arbitration proceedings simultaneouslywith its demand for arbitration, the second one of which will be appointed bythe other Party within twenty (20) Business Days of the date on which it hasreceived notice of the demand for arbitration and the third one of which (whoshall act as Chairman of the arbitration panel) will be designated by agreementof the first two within twenty (20) Business Days from the appointment of thesecond Arbitrator or, failing such agreement, the International Chamber ofCommerce Court of Arbitration, which will also designate (A) the secondarbitrator if the Party required to make such designation will not have done sowithin the period indicated above; and (B) the replacement of anyarbitrator 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 theParty which appointed the arbitrator to be replaced within twenty (20) BusinessDays from the date on which such arbitrator resigned or otherwise ceased fromoffice or, in the case of the Chairman, by agreement of the other twoArbitrators. The place of arbitration shall be Paris, France. The language tobe used in the arbitral proceedings shall be English.

**The expenses of the arbitration proceedings referred toin this section shall be borne by the Parties in accordance with the applicabledeterminations of the Arbitration Tribunal.**

The Fiba Shareholders and the Purchaserhereby designate their respective addresses for the giving of notice, as setforth in section 5.02 as theirrespective domiciles at which service of process may be made 

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in anyarbitration, legal action or proceeding arising hereunder. The FibaShareholders and the Purchaser may change such address, except that each suchaddress shall always be, as to the Fiba Shareholders, within the geographicalarea encompassed (as of the date of this Agreement) by the boundaries of Turkeyand, as to thePurchaser , within the geographical area encompassed (as the samedate) by the boundaries of Turkey.

5.09.    *Interpretation*.—(a) If any provision contained in thisAgreement or any other document executed in connection herewith is or shallbecome invalid, illegal or unenforceable in any jurisdiction, the invalidity,illegality or unenforceability of such provision in such jurisdiction shall notaffect or impair the validity, legality or enforceability of (i) any otherprovision of this Agreement or any such other document in such jurisdiction or (ii) suchprovision or any other provision of this Agreement or any such other documentin any other jurisdiction.

(b)        TheParties hereby acknowledge and agree that if there shall be at any time aconflict, misinterpretation or discrepancy between this Agreement and theArticles, the provisions of this Agreement shall prevail among the Parties.

(c)        ThisAgreement has been negotiated and executed in the English language. Allcertificates, reports, notices and other documents and communications given ordelivered pursuant to this Agreement shall be in the English language oraccompanied by an English translation thereof and the English version thereofshall govern for purposes hereof in any conflict with any non-English version.

(d)        Noprovision of this Agreement shall be interpreted against the interest of aParty merely because that Party drafted the provision.

5.10.    *Costs*.—Each of the parties shall pay its own costs andexpenses in connection with the negotiation, preparation and carrying intoeffect of this Agreement.

5.11.    *No Partnership*.—Nothing in this Agreement shall be deemed toconstitute a partnership between the Parties.

5.12.    *Further Assurance*.—(a) Each of the Parties shall do andexecute and perform all such further deeds, documents, assurances, acts andthings as may reasonably be required to give effect to the terms of thisAgreement.

(b)        TheParties covenant to and agree with each other that so long as this Agreement isin effect each of them shall vote its Finansbank Shares so as to give effect tothe provisions of this Agreement and to the rights granted hereunder and underthe Articles.

5.13     *No Further Funding.*—The Parties intend that the Company andits subsidiaries should be self-financing. None of the Parties are obliged tocontribute further funds or participate in any guarantee or similar undertakingfor the benefit of the Company or of any of its subsidiaries.

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**INWITNESS WHEREOF, **the Parties have caused thisAgreement to be signed in their respective names as of the date first abovewritten;

| Fiba Holding A.S.               |          | Purchaser |
|---------------------------------|---------------|-----------|
|                            |          |      |   |   |
| By:                             |               |      | By: |   |
|                            | Name:  Title: |      |   | Name:  Title: |
|                            |          |      |   |   |
|                            |          |      |   |   |
| Girisim Factoring A.S.          |          |      |   |
|                            |          |      |   |   |
| By:                             |          |      |   |   |
|                            | Name:  Title: |      |   |   |
|                            |          |      |   |   |
|                            |          |      |   |   |
| Fiba Factoring  Hizmetleri A.S. |          |      |   |
|                            |          |      |   |   |
| By:                             |          |      |   |   |
|                            | Name:         |      |   |   |
|                            | Title:        |      |   |   |

 

 

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**EXHIBIT I**

**TAG/DRAG ALONGAGREEMENT**

This TAG/DRAG ALONGAGREEMENT (“**Agreement**”), dated as of [•], 2006 by and between NationalBank of Greece S.A., a *sociétéanonyme* organized under the laws of the Republic of Greece (the “**Purchaser**”), onone side, and Fiba Holding A.S. (“**Fiba Holding**”),Girisim Factoring A.S. and Fiba Factoring Hizmetleri A.S., each a joint stockcompany organized under the laws of the Republic of Turkey (Fiba Holding,Girisim Factoring A.S. and Fiba Factoring Hizmetleri A.S., are collectivelyreferred to as “**Fiba Shareholders**”) on the otherside;

**WHEREAS:**

By a SHARE PURCHASE AND SALE AGREEMENT (“**SPA**”) dated 3 April, 2006 by and between the Purchaser andFiba Shareholders, the Purchaser agreed to acquire (the “**Acquisition**”)from Fiba Shareholders the Purchaser Shares (as defined in SHA) representing46% of the ordinary share capital and 100 Founders’ Shares (as defined in theSPA) of Finansbank A.S., a listed joint stock corporation organized under thelaws of Turkey (the “**Company**”) onthe terms and conditions stated therein and,

By a SHAREHOLDERS’ AGREEMENT (“**SHA**”)dated 18 August, 2006 by and between Fiba Shareholders and the Purchaser, theFiba Shareholders and the Purchaser agreed upon certain terms, among others,relating to the transfer of the Shares they own in the Company, and theirrespective rights and obligations in case of such transfer.

NOW, THEREFORE, theParties to this Agreement wish to set forth the manner and the terms whichtheir certain rights and obligations arising from the SHA shall be exercisedand performed, and agree as follows;

**ARTICLE I**

**DEFINITIONS**

1.01.    *Definitions*.—(a) Unless otherwise defined herein,capitalized terms and definitions used in this Agreement shall have themeanings as specified in the SHA and, failing that, the SPA.

(b)        Wherever used in this Agreement, the following terms shallhave the meanings set forth below:

“*Closing*” :shall mean the consummation of the purchase and sale of the Tag Along Shares orDrag Along Shares, as applicable, pursuant to the terms of this Agreement.

“*Closing Date*” :shall mean the date of completion of the sale of the Offered Purchaser Sharesto the proposed transferee identified in the Offer Notice, or such other dateas the Fiba Shareholders and the Purchaser may agree.

“*Drag Along Event*”: shall mean the occurrence of the event described in Section 2.03 (B) ofthe SHA under the paragraph captioned “*Purchaser Shareholders’Tag Along Right*”.

“*Drag Along Notice*”: shall mean the notice given to Fiba Holdings, on behalf of the FibaShareholders, by the Purchaser in connection with the exercise of the DragAlong Right, substantially in the form in Exhibit B hereto.

“*Drag Along Purchase Price*”: shall mean the purchase price payable for the acquisition of the Drag AlongShares which is the Purchaser Shares Offer Price multiplied by the number ofFiba Shares forming the Drag Along Shares.

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“*Drag Along Right*”: shall mean the right and the option of the Purchaser Shareholders exercisableupon the occurrence of a Drag Along Event.

“*Drag Along Shares*”: shall mean the number of Fiba Shares which is such proportion of the FibaShares owned by the Fiba Shareholders on the date the Offer Notice is sent tothe Fiba Shareholders pursuant to the terms of Section 2.03 (B) ofthe SHA as is equal to the proportion that the number of Purchaser Sharessubject to the relevant Offer Notice is to the number of Purchaser Shares thenheld by the Purchaser Shareholders.

“*Exercise Period*”: shall mean the period commencing from the first Business Day (inclusive)immediately after the occurrence of a Tag Along Event or a Drag Along Event, asapplicable, and ending five (5) Business Days (inclusive) thereafter.

“*Person*” : shallmean an individual, partnership, joint venture, company, trust, unincorporatedorganization, government or other entity.

“*Tag Along Event*”: shall mean the occurrence of the event described in Section 2.03 (B) ofthe SHA under the paragraph captioned “*Fiba Shareholders’ TagAlong Right*”.

“*Tag Along Notice*”: shall mean the notice given to the Purchaser by any Fiba Shareholder inconnection with the exercise of the Tag Along Right, substantially in the formin Exhibit A hereto.

“*Tag Along Purchase Price*”: shall mean the purchase price payable for the acquisition of the Tag AlongShares which is the Purchaser Shares Offer Price multiplied by the number ofFiba Shares forming the Tag Along Shares.

“*Tag Along Right*”: shall mean the right and the option of the Fiba Shareholders exercisable uponthe occurrence of a Tag Along Event.

“*Tag Along Shares*” : shall mean the number of Fiba Shareswhich is such proportion of the Fiba Shares owned by the Fiba Shareholders onthe date the Offer Notice is sent to the Fiba Shareholders pursuant to theterms of Section 2.03 (B) of the SHA as is equal to the proportionthat the number of Purchaser Shares subject to the relevant Offer Notice is tothe number of Purchaser Shares then held by the Purchaser Shareholders.

1.02.    *Principles of Construction*.—(a) References to sectionsand articles are to Sections and Articles in this Agreement unless otherwisespecified. The words “hereof”, “herein” and “hereunder” and words of similarimpact when used in this Agreement shall refer to this Agreement as a whole andnot to any particular provisions of this Agreement.

(b)        Anynotices required to be sent by, or to, any Fiba Shareholder pursuant to theterms of this Agreement including the notices sent in pursuit of certainconsents under Section 2.01 shall be deemed to have been duly sent orreceived by all Fiba Shareholders, if sent or received merely by Fiba Holding.

(c)        FibaHolding is hereby authorised by all the other Fiba Shareholders to act on theirbehalf with full capacity and authority in exercising all rights expressed tobe exercisable by any Fiba Shareholder under this Agreement.

(d)        Purchasermay designate an Affiliate or an unrelated third Person to purchase the TagAlong Shares provided that such designation is notified to the FibaShareholders in writing delivered two (2) Business Days prior to theClosing Date. No such designee shall have any right or obligation under thisAgreement other than to take title to the Tag Along Shares and pay the TagAlong Purchase Price. No such designation, however, shall relieve the Purchaserof its primary obligation to procure a purchaser to acquire, or to acquireitself, the Tag Along Shares in accordance with the terms of this Agreement.

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**ARTICLE II**

**EXERCISE OF THE TAGALONG AND DRAG ALONG RIGHTS**

2.01.    *Tag Along Right*.—In the event that a Tag Along Event occurs,the Fiba Shareholders shall have the right and the option to require thePurchaser by delivery, not later than 17:00 Istanbul time on the last day ofthe Exercise Period, of a Tag Along Notice to the Purchaser, to purchase all ofthe Tag Along Shares from the Fiba Shareholders. Upon exercise of the Tag AlongRight, the Purchaser shall have the option to purchase (but shall not beobliged so to do) or shall procure a purchaser to purchase from the FibaShareholders all of the Tag Along Shares at the Purchaser Shares Offer Priceper Tag Along Share and on and subject to the terms and conditions stated inthe Offer Notice. The Purchaser shall not complete the transfer of its sharesto the  proposed transferee identified inthe Offer Notice unless the sale and purchase of the Tag Along Shares iscompleted simultaneously with the Offered Purchaser Shares in accordance withthe terms of this Agreement and the SHA.

2.02.    *Drag Along Right*. - In the event that a Drag AlongEvent occurs, the Purchaser Shareholder shall have the right to require theFiba Shareholders to transfer the Drag Along Shares to the proposed transfereeidentified in the Offer Notice by delivery, not later than 17:00 Istanbul timeon the last day of the Exercise Period, of a Drag Along Notice to Fiba Holding.

2.03.    *Closing.—*The Closing shall take place at the addressprovided for notices to be sent to Fiba Holding (as amended in writing by FibaHolding from time to time) in Section 5.02 of the SHA at the same time ascompletion of the sale of the Offered Purchaser Shares to the proposedtransferee identified in the Offer Notice.

On the Closing Date, Purchaser shall pay, or cause tobe paid, to the Fiba Shareholders the Tag Along Purchase Price or the DragAlong Purchase Price, as applicable, in accordance with the applicableprovisions of this Agreement and the Fiba Shareholders shall execute anddeliver, or cause to be executed and delivered, such transfer or otherinstruments as may be necessary to effectively transfer to the Purchaser, orsuch other person as the Purchaser may designate, all its title, right andinterest in and to the Tag Along Shares or the Drag Along Shares, as applicable.The Fiba Shareholders shall also deliver to the Purchaser, on the Closing Date,a certified copy of any authority under which such transfer or otherinstruments are executed.

The Sharestransferred pursuant to this Agreement shall be sold free from all Liens andother encumbrances, together with all rights of any nature attaching to themincluding all rights to any dividends or other distributions declared, paid ormade after the date of the relevant Offer Notice. Payment such Shares shall bemade against delivery of the transfers and other documents referred to in this Section 2.03.

2.04.    *Expiry of the Tag/Drag Along Right*.—In the event that no TagAlong Right or Drag Along Right is exercised within the period as set forthhereunder, the Tag Along Right and Drag Along Right with respect to therelevant Tag Along Event and Drag Along Event, as applicable, shall be deemedto expire and the Purchaser shall not be obligated to purchase, or procure thepurchase of, any Tag Along Shares from the Fiba Shareholders and the FibaShareholders shall not be obligated to sell any Drag Along Shares to thePurchaser, as applicable.

2.05.    *Further Assurance*.- The Parties shall do all such other things and execute all otherdocuments (including any deed) as may reasonably be required to give effect tothe sale and purchase of any Shares pursuant to this Agreement.

**ARTICLE III**

**MISCELLANEOUS**

3.01.    *Inseparable part*.—This Agreement is an integral part of theSHA.

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3.02.    *Notices*.—All notices under this Agreement shall be deliveredin accordance with Section 5.02 of the SHA.

3.03.    *Applicable Law*.—This Agreement shall be governed by andconstrued in accordance with the laws of the Republic of Turkey, without givingeffect to any conflicts of laws principles thereof which would result in theapplication of the laws of another jurisdiction.

3.04.    *Jurisdiction*.—Any dispute, controversy or claim arising outof or in connection with this Agreement, if not amicably resolved by theParties within 30 days of notification thereof, shall be finally settled underthe Rules of Arbitration of the International Chamber of Commerce (the “**ICC Rules**”) specified under Section 5.08 of the SHA.

3.05.    *Conflict*.—The Parties hereby agree that in the absence of aprovision in this Agreement or in the event there is any conflict between theprovisions of this Agreement and the SHA, the provisions of the SHA shallprevail.

**IN WITNESS WHEREOF,**the Parties have caused this Agreement to be signed in their respective namesas of the date first above written;

| Fiba Holding A.S.               |          | Purchaser |
|---------------------------------|---------------|-----------|
|                            |          |      |   |   |
| By:                             |               |      | By: |   |
|                            | Name:  Title: |      |   | Name:  Title: |
|                            |          |      |   |   |
|                            |          |      |   |   |
| Girisim Factoring A.S.          |          |      |   |
|                            |          |      |   |   |
| By:                             |          |      |   |   |
|                            | Name:  Title: |      |   |   |
|                            |          |      |   |   |
|                            |          |      |   |   |
| Fiba Factoring  Hizmetleri A.S. |          |      |   |
|                            |          |      |   |   |
| By:                             |          |      |   |   |
|                            | Name:         |      |   |   |
|                            | Title:        |      |   |   |

 

 

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**EXHIBIT A**

**TAG ALONG NOTICE**

(To be executed by the Fiba Shareholders to exercisethe right to require the Purchaser to purchase the Tag Along Shares under theforegoing Tag Along Right)

**To: The Purchaser**

The undersigned isFiba Holding A.S, a company organized under the laws of Turkey (“**Fiba Holding**”).

1.                              TheTag Along Right is currently exercisable to sell a total of                 Tag Along Shares.

2.                              Theundersigned Fiba Holding hereby exercises its right to sell                     Tag Along Shares pursuant to the Tag Along Right.

3.                              Pursuantto this exercise of the Tag Along Right:

                                        ------The Fiba Shareholder shall deliver to the Purchaser or any Person designated bythe Purchaser                          Tag Along Shares in accordance with the terms of this Tag Along Right.

4.                              TheTag Along Purchase Price is $                                  .
| Dated: |   |   | Name of Fiba Shareholder/          |
|--------|--------|--------|------------------------------------|
|   |   |   | Fiba Holding A.S                   |
|   |   |   | on behalf of all Fiba Shareholders |
|   |   |   |                               |   |
|   |   |   | By:                                |   |
|   |   |   |                               | Name: |
|   |   |   |                               | Title: |

 

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**EXHIBIT B**

**DRAG ALONG NOTICE**

(To be executed by the Purchaser Shareholders toexercise the right to require the Fiba Shareholders to sell the Drag AlongShares under the foregoing Drag Along Right)

To:                    FibaHoldingson behalf of all Fiba Shareholders

The undersigned isNational Bank of Greece A.S, a *sociétéanonyme* organized under the laws of Greece (“**NBG**”).

1.                              TheDrag Along Right is currently exercisable to sell a total of                      Drag Along Shares.

2.                              Theundersigned NBG hereby exercises its right to require the Fiba Shareholders tosell                     Drag Along Shares pursuant to the Drag Along Right.

3.                              Pursuantto this exercise of the Drag Along Right:

                                        ------The Fiba Shareholders shall deliver to NBG or any Person designated by NBG                               Tag Along Shares in accordance with the terms of this Drag Along Right.

4.                              TheDrag Along Purchase Price is$                             .
| Dated: |   |   | on behalf of National Bank of Greece A.S. |
|--------|--------|--------|-------------------------------------------|
|   |   |   |                                      |   |
|   |   |   | By:                                       |   |
|   |   |   |                                      | Name: |
|   |   |   |                                      | Title: |

 

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