Report on Compliance of Annual Report

CONVENIENCE TRANSLATION OF
THE REPORT ON COMPLIANCE OF ANNUAL REPORT
ORIGINALLY PREPARED AND ISSUED IN TURKISH

To the General Assembly of Shareholders of Türkiye Cumhuriyeti Ziraat
Bankası A.Ş.:

We have audited the compliance and consistency of the financial information
included in the annual report of Türkiye Cumhuriyeti Ziraat Bankası A.Ş.
("the Bank") as of 31 December 2011 with the audited financial statements.
The annual report is the responsibility of the Bank's management. Our
responsibility, as independent auditors, is to express an opinion on the annual report that we have audited.

We conducted our audit in accordance with principles and procedures
set out by the regulations on preparation and issuance of annual report
in the Banking Law No.5411 and independent auditing principles. Those
regulations require that we plan and perform the audit to obtain reasonable
assurance whether the financial information included in the annual report
is free from material errors. We believe that our audit provides a reasonable
basis for our opinion.

In our opinion, the financial information included in the accompanying annual
report accurately reflects, in all material respects, the information regarding
the financial position of Türkiye Cumhuriyeti Ziraat Bankası A.Ş. at 31
December 2011 in accordance with the principles and procedures set out by
the regulations in conformity with article 40 of the Banking Law No.5411 and
includes a summary of the Board of Directors' report and the convenience
translations of independent auditor's reports originally issued by us in Turkish
and is consistent with the convenience translations of audited financial
statements originally issued in Turkish.

Başaran Nas Bağımsız Denetim ve
Serbest Muhasebeci Mali Müşavirlik A.Ş.
a member of
PricewaterhouseCoopers

Haluk Yalçın, SMMM
Partner
Istanbul, 13 March 2012

Copyright © 2012 Türkiye Cumhuriyeti Ziraat Bankası A.Ş.

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