1

Investor PresentationBRSA Figures as at 31 March 2006

Investor Relations Department June 2006

2

Integrated financial services enterprise with a platform of 12 subsidiaries, 254 branches and 5,932 employees

6th largest bank in terms of consolidatedassets among domestically owned private banks in Turkey

Ranked 8th in terms of Tier-1 Capital growth, according to the Banker’s highest movers list of Top 1000 World Banks (1)

Ranked 1st in terms of Corporate Governance practices, according to EFG Istanbul Securities’ CG Rating Universe Report (2)

Majority owned (75%) by Zorlu Holding after the IPO in October 2004

DFS Group

(1) The Banker magazine July 2005 issue(2) EFG Istanbul Securities Special Report August 2005

Overview

Zorlu Holding

One of the largest industrial conglomerates in Turkey

– Home textiles/polyester yarn (Korteks – unlisted)

– Electronics, consumer durables and IT (Vestel Electronics, Vestel White Goods – listed)

– Energy Production (Zorlu Energy -listed)

– Financial Services (DenizBank –listed)

Zorlu assets reached $ 4.9 bn by the end of 2005 (excluding DenizBank)

Financing from the Bank is limited to 3.3% of its total loans

There are no family members on the Board of DenizBank

3

To focus on segmentation and established niche markets and to develop service concepts accordingly

To perceive physical and alternative distribution channels as one portaland marketing all types of financial products by forming partnerships if necessary

To stay committed to disciplined loan culture and risk management principles

To continue to focus on and improve cost efficiency

To adopt an opportunistic approach, including proactive acquisitions, and create turnaround cases

Strategy

Strategy

VisionDenizbank envisions becoming one of the largest five banks in Turkey and the foremost financial institution in the region defined as the Middle East, Balkans, Caucasus and CIS countries through a sustainable and profitable growth.

4

Selected Financial Highlights

- 31 March 2005, 31 December 2005 and 31 March 2006 figures are consolidated BRSA figures.

Balance Sheet

TRY mn YE 2005 1Q 2006 Change 1Q 2005

Total Assets 11,976 12,210 2.0% 8,432 Total Loans 6,173 7,227 17.1% 4,416

TL Loans 2,690 3,317 23.3% 1,846 FX Loans 3,483 3,911 12.3% 2,570

Customer Deposits 6,980 7,350 5.3% 5,116 TL Deposits 2,643 3,083 16.6% 1,566 FX Deposits 4,337 4,267 -1.6% 3,551

Total Shareholders Equity 1,091 1,122 2.8% 917

Income Statement

TRY mn 1Q 2005 4Q 2005 1Q 2006y-o-y

changeq-o-q

ChangeNet Interest Income(After FX gain/loss) 110 119 119 7.9% 0.2% -Provisions (1) (7) (12) 1654.1% 73.7%Net Interest Income (After prov.) 109 112 107 -2.2% -4.3%Fee & Comm. Income, net 31 46 55 76.0% 19.2%Capital Market Gains (6) 18 3 -154.8% -83.0%TMU 13 10 11 -14.3% 10.1%Operational Income 148 186 176 19.2% -5.4% Operational Expenses (60) (112) (98) 63.7% -12.7%Other expenses (1) (5) (6) 532.4% 40.2%

Net Profit before taxes 87 70 72 -17.4% 3.5%

Monetary G/L - - - Tax expense (15) (23) (16) 2.8% -32.0%

Net Profit 72 46 56 -21.7% 21.5%

Extra-ordinary income (16) - 12 -172.2%Net Profit After Adjustment 56 46 68 22.1% 46.8%

5

Selected Financial HighlightsRatios

1Q 2005 4Q 2005 1Q 2006Net Interest Margin (Before prov.) 5.9% 4.9% 4.4%Net Interest Margin (After prov.) 5.9% 4.7% 4.1%Cost / Income 45.8% 60.3% 54.0%Operating expenses/ Total Assets 2.8% 3.8% 3.2%Operating expenses/ Employees (TRY 000) 47 78 66

Marketable Securities (TR Sovereign)/T.Assets 17.3% 11.6% 8.6%Marketable Securities (US-European Sovereign)/T.Assets 4.5% 3.2% 3.1%Non-performing loans / Total Loans 2.6% 2.1% 2.0%

Return on Average Assets (ROAA) 2.4% 1.7% 2.3%Return on Equity (ROAE) 23.0% 18.0% 24.5%Capital Adequacy Ratio (CAR) 15.2% 14.7% 13.2%Free Capital Ratio 7.1% 6.4% 6.7%

6

Recent DevelopmentsSyndication Deal,Syndication Deal, May 31st, 2006Denizbank has obtained a club loan facility in the amount of US$500 million with 1 year validity for the purpose of pre-export financing. A consorsium of 20 banks from 11 different countries provided the loan with a total cost of Libor + 0.575% including the interest rate and commisions.

Purchase Agreement, Purchase Agreement, May 30th, 2006Dexia has signed a share purchase agreement with a view to acquiring from Zorlu Holding a 74.9965 % stake in DenizBank Financial Services Group, for a total consideration of USD 2,437,386,920.51.

Bank Asya IPO, Bank Asya IPO, May 7th, 2006The IPO of Bank Asya has been realised by a consortium of 39 institutions led by Deniz Yatırım on May 3-5,2006. The demand was almost 50 times the allotment due to oversubscription by foreign and domestic investors.

Ordinary General Meeting, Ordinary General Meeting, March 28th, 2006The Ordinary General Meeting was held on March 28th 2006, Tuesday at Hotel Dedeman İstanbul at 11:00 for the purpose of discussing the 2005 financial and operational performance of the Bank. All the articles of the agenda were approved by majority of votes.

““Sea & MilesSea & Miles”” program, program, March 1st, 2006A first in Turkey, DenizBank and Istanbul Seabus and Ferry Authority (IDO) joined forces for “Sea & Miles” program. The program is based on award mileage collection in return for spending done on DenizBank Sea&Miles Credit Cards. Members of the program will be able to use these collected miles to get free seabus and ferry tickets.

7

Balance Sheet StructureAssets Liabilities

TRY mn TRY mn

58.3%

9.1%

28.2%

4.4%

60.2%

9.2%

25.7%

4.9%

YE 2005 1Q 2006

Customer Deposits Equity Borrowings Other

51.6%

6.9%

19.0%

14.8%

7.7%

59.2%

10.1%

11.1%

11.7%

7.9%

YE 2005 1Q 2006

Loans Cash and reserves Banks Securities Other

11,976 12,210 12,21011,976

8

Loan Portfolio by Line of Business TRY mn

In line with our strategy to focus on retail (inc. credit cards) and SME segments, the share of lending to these segments expanded to 36%

Retail (incl. credit cards) and SME lending volume reached TRY 2,611 in three months.

Target is to reach over 50% of the loan book by the end of 2010.

37.6%

30.2%

13.6%

12.5%6.0%

35.1%

28.7%

17.1%

13.8%5.2%

YE 2005 1Q 2006

Corporate Commercial RetailSME Credit Card

6,173

1,983

7,227

2,611

9

Deposits

78%

22%

72%

28%

YE 2005 1Q 2006

Time Demand

82%

18%

81%

19%

YE 2005 1Q 2006

Time Demand

TL Deposits-TRY mn FX Deposits-TRY mn

2,643 4,3373,083 4,267

10

Earnings by Line of Business

Retail, SME and credit card segments now contribute 56 % of the income.

Share: of gross income

TRY mn 1Q 2005 4Q 2005 1Q 2006Retail & SME 25 18 32

Share 35% 26% 44%

Credit Card 10 4 9

Share 14% 5% 12%

Corporate & Commercial 16 20 18

Share 22% 29% 26%

Treasury Marketing Unit 13 9 11

Share 18% 13% 15%

Treasury 7 19 2

Share 10% 27% 3%

Extra-Ordinary Income -16 0 12

Tax Provision -15 -23 -16

Core Income 56 46 68

11

2.1%

2.0%

YE 2005 1Q 2006

NPL / Total Cash Loans

126.9%

122.9%

YE 2005 1Q 2006

Provisioning Ratio

Asset Quality

Full provisioning policy is part of our strong risk management strategy.

12

765820

YE 2005 1Q 2006

Free Capital *

1091 1122

YE 2005 1Q 2006

Shareholders' Equity

Capitalization6.7%

Free capital ratio = Free Capital/ Total Assets

%13.2

Capital adequacy ratio

TRY mn TRY mn

14.7%

* Free Capital= Shareholders’ equity-Fixed assets-Participations-Unprovisioned NPL’s

7% 3%

6.4%

13

43 57 66

3 3 3

8 9 9

4 9 12

11 16 12

4 11 20

13 9 11

TOTAL

Cash Loans

Non-Cash Loans

Credit Card Com.

Brokerage Fees

Other Bank. Service

TMU

1Q 2005 4Q 2005 1Q 2006

237

109

279

112

279

107

1Q 2005 4Q 2005 1Q 2006

Interest Income Net Interest Income

Income GrowthInterest Income, TRY mn

4.1%

Interest margin:Interest margin: Net int. income after provisions as a percentage of average int. earning assets

Non-Interest Income, TRY mn

4.7%5.9%

14

Credit Ratings

--Baa3Baa1A3A3A3Baa3Baa3Local Currency Deposit Rating

A**

BB-**

BB-

D+

B1*

Finans

AA*

BB+

BB-

D+

B1*

Fortis

AA*

BB+

BB-

E+

B1*

YKB

AA *

BB+

BB-

D+

B1*

TEB

AA- *A+ *AA*A*A*National

BBBB-BB+BBBB--Long Term Local Currency

BB-BB-BB-BBBB--Long Term Foreign Currency

DD+D+D+D+Financial Strength Rating

B1* B1* B1* B1* B1* Foreign Currency Deposit Rating

IşbankGarantiAkbankDenizbankDenizbank

Moody’s

04/04/2006

* Stable** RWP

15

Sound Risk Management

Interest Rate Sensitivity Analysis

(USD mn)TL

Marginal Interest Rate Increase

P/L

1% -9.8

FXMarginal Interest

Rate IncreaseP/L

1% -5.6

Value at Risk Analysis (USD 000)

Period Parametric Test Monte Carlo Sim. Historical Sim.

1 10,470 10,247 13,05310 35,720 32,405 41,278

Historical Stress Test (November 2000 / March 2001) *

(USD mn)Market Risk 235

Credit Risk 267

Operational Risk 16

Economic Capital 518

*Composite Values

(USD mn)Average Economic Capital 480

RAROC 39%

RAROC Analysis - 31/12/2005

Duration GAP- 31/12/2005

3.1

TL2.1Duration GAP-MonthsFX

16

Branch Planning

Branch Strategies

Growing in number of branches mainly around Istanbul

Being the first branch at developing regions

Dominate niche markets like agriculture & tourism

31/03/2006 254 BranchesDenizBank Branches 244 BranchesForeign Subsidiary Branches 10 Branches# of Customers 1,755,547

Branch NetworkRegular(incl. Retail,SME ,full service, office) 231Corporate 6Others (Mobile/Free zone/International) 17

• City without DenizBank Branch (29)

• City with DenizBank Branch (52)

17

SME BankingSME Turnover below USD 5 mn

STRATEGIES Brand-Awareness

Medium-Sized Enterprises:Turnover between USD 1 mn –USD 5 mn

Relationship bankingIncrease profitability per customer while

maximizing product penetration

Small-Sized Enterprises:Turnover below USD 1 mn

Mass marketingGrowth in customer numberCash flow management with standardized

productsFocus on alternative distribution channelsActive campaign management

# of Customers

30,380 34,528

91,143103,582

YE 2005 1Q 2006

Small-Size CompaniesMid-Size Companies

39,889

1Q 2006

35,122# of Credit Customers

YE 2005

121,523

138,110

18

SME BankingSME LENDING

Internal Scoring System:First scorecard model established for SMEs

in TurkeyConsiders both financial and non-financial

factors, including historical relation with Denizbank

Credit limits, collateralization levels are determined according to the outcome of the score card.

Total Cash Loans(TRY mn)

598

173

240

758

YE 2005 1Q 2006Small Business Agricultural Loans

771

SYSTEM HIGHLIGHTSEvaluation including non-financial value of

businesses with the financial factors increases the approval ratio from 48% to 82%.

Credit approval process is limited within 72 hours for any application.

Approximately 1,000 credit applications are assessed per week.

998

19

SME Banking

Business NotesConsulting & Training Services

Financial ManagementTax IssuesBusiness LawForeign TradingGovernment PoliciesBasel-II Applications

Business ONFinancial management tool;Including solutions for basic needs like,

Stock controlCash managementProfit analysisAccountingReporting

5 different sector-based programs for,

RetailingManufacturingRestaurant & CafeAuto ServicesPharmacies

Cashflow backed Loans“Sectoral Credit” options;

TourismFoodFurnitureWhite goodsStationary

“Equal Payment Credit” options;WorkplaceVehicleEquipmentDecorationTechnology

OUR DISTINCTIVE FEATURES WITHIN THE SECTOR...

20

Denizbank is the first privately owned bank focusing on agricultural lending with a targetedbranch network (74 Branches).

Offering short and long term loans including the smart-chip based producer card. This card can be used at the merchant network without the need for cash.

Partnerships with all major tractor companies and other sector related firms such as Pirelli, Good Year, Fulda, Petrol Ofisi and Opet.

The number of businesses where DenizBank’s producer card can be used reached 33073307.

Agricultural BankingAGRICULTURE LOAN VOLUME

(TRY mn)

173

240

YE 2005 1Q 2006

23,87819,500

1Q 2006YE 2005# of Agricultural Credit Customers

21

2.9%

3.7%

Market Share*

403

185

200

692

347

251

YE 2005 1Q 2006General Purpose Loans Home Loans Car Loans

Consumer BankingTRY mn

840

* According to BRSA sector figures

1,239 for doctors and dentists305 applications processed by March 2005

for public workers, a new loan campaign with 60 months of maturity has been started in February 200633,367 applications processed by March 2005

SegmentSegment--oriented loan campaigns oriented loan campaigns aim at greater penetration in retail market

Current CampaignsCurrent Campaigns - Loans with favorable conditions

for teachers22,076 applications processed by March 2005

for members of the Istanbul Chamber of Free Accountants and Auditors3,922 applications processed by March 2005

for members of the State Pension Fund (SPF)Salaries of public officials paid by SPF Loan facility available to public officials whose salaries are deposited in DenizBank.

22

2.0% 2.1%

Market Share*

251

347

YE 2005 1Q 2006

Home Loans

Consumer Banking – home loansTRY mn DenizBank prefers to partner with project developers in

order to increase its home loan penetration.

Various mass housing projects that are currently Various mass housing projects that are currently exploited:exploited:

KC Group (Istanbul)200 apartments, 19 villas and 176 shopsAtakoy (Istanbul)950 apartments within TOKI projectKiptas Pendik Aydos (Istanbul)389 apartments projectTurkkonut (Ankara)341 apartments will be started on 01.04.06MesaNurol Bahcesehir (Istanbul)325 apartments in the first phaseTOKI Avrupa (Istanbul)271 apartments project in Halkali• EGYO Hektas Idealist Kent(Istanbul)606 apartments and 250 villas project

DenizBank offers housing loansDenizBank offers housing loans

with a maximum repayment period of 240 months for both TRY and FC products.

up to 75% of the property’s assessed value. However, in certain cases up to 100% can be financed depending on the credit-worthiness of the customer.

As of March 31, 2006 the average housing loan the average housing loan size of the portfoliosize of the portfolio was equal to TRY 76 thousand with an average maturity of 78 months.

* According to BRSA sector figures

23

542

1,957

415

2.36%2.28% 2.30%

1Q 2005 YE 2005 1Q 2006

Credit Card Issuing Volume Market Share

1,027,801

1,542,3471,380,869

5.1%4.6%

3.7%

1Q 2005 YE 2005 1Q 2006# of Credit Cards Market Share

1,027,801

-

517,467

510,334

1Q 2005

1,542,347

13,892

753,933

774,522

1Q 2006

12,983Miles & More

1,380,869

718,509

649,377

YE 2005

Bonus

DenizBank

TOTAL

# of Credit Cards

TRY mn

Consumer Banking – credit cards

24

DenizBank and Istanbul Seabus and Ferry Authority (IDO) joined forces for “Sea & Miles” program.

The program is based on award mileage collection in return for spending done on DenizBank Sea&MilesCredit Cards.

These collected miles will be used to get free seabusand ferry tickets with a ratio of TRY 1 = 1 Mile.

The program will provide some special advantages to its members such as dicounts on special days and hours, priority rezervation and free parking.

The ultimate aim of the program is to switch the existing 225,000 IDO Club customers to “Sea & Miles”and integrate various other transportation means of the Municipality to this partnership.

IDO facilitated the transportation of 11 mn residents and 1 mn vehicles in 2005.

Consumer Banking – credit cards

&

25

BancassuranceIncrease in NonIncrease in Non--Life Insurance SalesLife Insurance Sales

Higher renewal rateIncentives for sales personnel to go for insurance

productsTraining of sales personnelInsurance for agriculture

Life Insurance:Life Insurance:Life insurance for agriculture customers

Individual Retirement SystemIndividual Retirement SystemStarting to deliver pension plansAgency of a leading pension company“Public Borrowing Instruments Pension Fund” is

managed by Deniz Portfolio Management CompanyNew Focus Areas in 2006New Focus Areas in 2006

Selling pension plansSelling home-loans-linked life insurance products

Premium Production(TRY mn)

Commission Income(TRY mn)

5.0

12.4

1Q 2005 1Q 2006

0.9

2.2

1Q 2005 1Q 2006

26

Alternative Distribution Channels

Target Further increase the transaction volume and cost savings

FACTS 31.03.2005 31.12.2005 31.03.2006Number of Internet Branch Customers 120,500 157,845 170,506Number of Total Internet Branch Transactions 988,592 4,922,686 1,455,263Number of Call Center Customers 520,132 785,046 867,324Number of Call Center Inbound / Outbound / IVR Calls 1,280,004 4,950,000 1,146,314Number of Kiosks 97 98 99Number of Denizbank ATM's 228 302 314Percentage of Transaction Volume Handled via ADC 25% 26% 29%Cost Savings through transactions handled via ADC TRY 1,419,576 TRY 6,950,524 TRY 2,019,680

27

Commercial BankingTrade companies: Turnover between USD 5 – USD 50 mn

Manufacturing & Service companies: Turnover between USD 5 – USD 25 mnCommercial

10,100 10,800 12,500

YE 2005 1Q 2006 2006 Target

# of Customers

Clientele by Sector

8.3%

8.2%

7.9%7.1% 6.8%

11.2%

5.9% 4.1%4.0% 2.9%0.8%

17.8%

15.0%

Chemicals Mining, Glass and Energy Consumer Durables, Electronics and ITTransportation Health and Education ConstructionMetal and Machinery Textile and Leather ShippingFood Finance TourismOther

28

Commercial BankingNiche sectorsNiche sectors; Tourism, ship financing, energy, health and education

-TourismTourism sector: Out of USD 355 million limit, USD 505 million was financed to over 120 projects, mostly for financing of hotel investments. Currently we are evaluating 14 projects amounting to USD 53 million.

--ShippingShipping sector: Out of USD 595 million limit, USD 470 million was financed to 93 projects. The projects concern both predelivery and postdelivery credits to construct marine vessels. Currently we are evaluating 17 projects amounting to USD 185 million.

--Energy Energy sector: Out of USD 87 million limit, USD 12 million was financed to 2 projects. Currently we are evaluating 8 projects amounting to USD 344 million.

--HealthHealth sector: Currently we are evaluating 7 projects amounting to USD 67 million.

--EducationEducation sector: Currently we are evaluating 2 projects amounting to USD 40 million.

The main strategy for niche sectors is to capture the cash flowcash flow and provide cash management services.

The target for cross-selling ratio is 6.5x by YE 2006 versus the current 5.8x for 1Q 2006.

29

Corporate BankingCustomer Base:Customer Base:

More than 1854 large scale domestic and multinational companies are served by our corporate banking in 2005. These corporate customers operate in several industries and various businesses like energy, construction, telecommunication, mining, finance, food, and consumer durables.

Clientele by Sector

3.6% 3.3% 2.3%

5.8%5.0%

8.5%

9.6% 10.3%19.6%

21.0%1.6%2.6%

6.8%

Textile and Leather Consumer DurablesConstruction, Glass and Mining ChemicalsTourism and Transportation Metal and MachineryFinance FoodElectronics and IT HealthShipping Press and MediaOther

30

Corporate Banking – Project Finance

NNiche sectors:

HealthEnergy – Petroleum – Natural GasConstruction EducationTourismMaritime – Ship building and Shipyards

Among the recently evaluated projects were;

Financing of Turkon-MNG Hydropower Plant ProjectFinancing of Antalya Anatolian Hospital Project Financing of Bahçeşehir University ProjectFinancing of Gülaylar Shopping Mall ProjectCounselling for Privatization of Cement Factories Turk Telecom PrivatizationFinancing of Renewable Energy Projects

Project Finance Department’s loan size reached USD 507.5 mn in the first quarter of 2006. The target is to reach USD 1,057.5 mn loan size by the end of 2006.

31

DenizTürev – DerivativesDenizTürev, a full subsidiary of DenizBank in derivatives

markets, plays a leading role with a 8.8% market share in the Turkish Derivatives Exchange (TurkDEX) established in February 2005.

DenizTürev is the first and only brokerage house offering brokerage services 24 hours a day so as to provide the fastest and safest service to its customers.

DenizTürev offers its services through DenizBank’s countrywide network of branches and the Internet.

Recently, DenizTürev extended its services by enabling investors access to 30 different derivatives exchanges worldwide.

• Chicago Board of Trade (CBOT)• London Metal Exchange (LME) • New York Mercantile Exchange (NYMEX) • Chicago Merchantile Exchange (CME) • Singapore Commodity Exchange (SICOM)• South African Futures Exchange (SAFEX)• Sydney Futures Exchange Limited (SFE)• Tokyo Commodity Exchange (TOCOM)

32

2006 Macroeconomic Forecasts

GNP growth 5%

Consumer price inflation 6%

Exports $85 bn

Imports $120 bn

Current account deficit $30 bn

Current account deficit / GNP 7.5%

USD/YTL average 1.35

USD/YTL year-end 1.42

Public (gross) debt / GNP 47%

Primary budget surplus / GNP 6.5%