Following an audit on 2010 accounts of Haci Omer Sabanci Foundation, its actual position as well as accounting records and documents in accordance with the provisions of the General Communiqué no 3 related to the Code no 3568 as well as the applicable legislation referred to in that Communiqué, our opinion is that:

1. The Balance Sheet, Income-Expense Statement and Final Budget reflect a true and fair view of the results of the Foundation’s operations during the financial year 01.01.2010 and 31.12.2010;

2. The Tax Exemption granted by the Council of Ministers must be maintained and remain valid and applicable on the grounds that those conditions and requirements sought for obtaining a Tax Exemption status have been duly fulfilled.

Istanbul, 02/03/2011

(signed/ sealed)

H. Isa BAYDOGAN

Certified Public Accountant