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Koc Financial Services signs agreement for the acquisition of 57,42% of Yapi Kredi

Following the protocol dated 16 January 2005, on 31 January 2005 Koç Financial Services A.S. ("KFS"), 50% owned by UniCredit and 50% by Turkish industrial group Koç Holding, and Çukurova Holding A.Ş. (Çukurova) have signed a Share Transfer Agreement for the sale of Yapı ve Kredi Bank A.S. (YKB or the Bank) shares held by Çukurova Group Companies. Under the agreement, KFS will acquire a shareholding of 57.42% of the share capital of YKB, of which 44.53% from Çukurova and 12.89% from the Savings Deposits and Insurance Fund (SDIF).

The share transfer will take place as soon as possible and be subject to the receipt of all necessary regulatory approvals, to the conclusion of the due diligence review of the Bank, and to the completion of all definitive ancillary agreements regarding the share transfer.

The purchase price, equivalent to Euro 2,050 million for 100% of YKB's share capital, will be subject to the adjustments in accordance with the due diligence review and with the financial statements to be prepared at completion.

The substantial part of the purchase price will be paid by Çukurova to YKB in order to set off the Cukurova's loans owed to YKB.

After the completion of the transaction with Çukurova, the finalisation of the purchase price and receipt of all relevant authorisations from the Captial Markets Board, KFS will make a tender offer to the public shareholders of YKB.