DEED OF FOUNDATION

PART I. GENERAL PROVISIONS

ARTICLE 1. NAME OF THE FOUNDATION

Established to serve for the common good in line with the foreseen purposes and operational subjects, the name of the foundation is ‘İSTANBUL TEKNİK ÜNİVERSİTESİNİ GELİŞTİRME VAKFI’ and will be mentioned in the following articles shortly as ‘Foundation for the Development of ITU’ and/or ‘the Foundation’.

ARTICLE 2. LEGAL SITUATION OF THE FOUNDATION

‘The Foundation’ is an institution serving for the common good, subject to the inspection of the inspection authority appointed by Article 111 of the Turkish Civil Code No 4721, that has no allegiance to anywhere else, has legal personality and all of its income is appropriated for public works and services.

ARTICLE 3. FOUNDATION’s HEADQUARTERS and ORGANIZATION

The headquarters of the foundation is at “Meydan Sokak, Beybi Giz Plaza, No: 28/31, Maslak/İstanbul”. The headquarters may be changed with a decision of the Board of Directors. In case of a change in the address of the HQ, no change is required in the deed of Foundation, but relevant authorities and General Directorate of Foundations shall be informed.

The Foundation can open other branches and representative offices in Turkey with the decision of the Board of Directors to çarry out the Foundation’s purposes. The Foundation can also open branches and representative offices abroad.

ARTICLE 4. PURPOSE OF THE FOUNDATION

The main purposes of the Foundation are:

a) To ensure unity and solidarity among everyone working in the fields of education, health, culture and scientific R&D with a great devotion in every corner of our country, whether working in public or private sectors; to help the development of this community through supporting them materially and morally.

b) To establish or help the establishment and operate facilities and centers of education, health, culture, scientific R&D, nursing homes, leisure and sports, and schools of first, secondary and higher levels of education.

c) Providing financial support to scientists, teachers and researchers successful in educational and scientific R&D, and who have excelled with their works and inventions that are beneficial for our country, scholarships to all students, but especially I.T.U. students, determined by the board of directors as in financial need or hardworking.

d) To assist for the care and evaluation of all educational institutions’ present buildings and land; and help in construction of new buildings.

e) To establish and operate Centers for History of Science and Technology and similar institutions.

ARTICLE 5. ACTIVITIES OF THE FOUNDATION

Within the legal restrictions in order to realize the purposes laid out in the Article 4, the Foundation:

a) To realize the common goals of institutions more effectively by providing solidarity and coordination among these institutions that have legal entities such as Foundations, Associations etc. established and to be established related to ITU,

b) Carries out activities to increase the effectiveness and reputation of ITU members in every respect.

c) Creates projects for the promotion of ITU and its graduates’ works and evaluation of their services, contributes to their implementation.

d) Organizes conferences, open sessions, panels, symposiums, excursions, exhibitions, festivals and sports events.

e) Publishes and distributes books, magazines, bulletins, brochures and similar publications. It carries out the promotion and information duties through television broadcasting.

f) It performs fully, as a shareholder or as a partner operations such as constructing and manufacturing, having constructed and manufactured, buying, operating, having operated, renting, leasing, pledging and mortgaging, solving and removing pledges and mortgages, selling of movable and immovable properties such as land, buildings, camps, clubs, social, health, recreational facilities, tools and equipment necessary and useful for the foundation. It performs the transactions which are subject to the permission of the Inspection Authority and/or Courts in accordance with the legislation in force, by obtaining the relevant permissions.

g) In order to realize the purposes of the Foundation, it may participate in existing or to be established commercial partnerships/companies and institutions and organizations working for the common good, and if necessary, withdraw from these subsidiaries. For this purpose, commercial and industrial companies can also be established when necessary.

h) It can own and dispose movable and immovable property, rights and other property and assets in all quantities and values, through acquisitions, donations, testamentary dispositions like will and trading of leases. Approval of the General Assembly shall be sought in the sales of the properties of the Foundation and their limitation with in rem liabilities.

i) The “Foundation” may sell its assets and rights in whole or in part, transfer and waive, collect revenues and spend them. It can accept and exercise the rights such as usufruct and residence on real estates and can accept all kinds of collaterals and bank guarantees including mortgages. It can take and give mortgages and can release the pledges and mortgages.

j) It may use the securities and real estates included in its assets and their revenues several times for investments.

k) It can dispose and replace the movable and immovable property and money in any way, that are acquired through donation, bequests and all sorts of testaments or through purchasing, provided that it is allocated to the purpose of the ’’Foundation’’.

l) In order to realize the purpose of “the Foundation", it can buy and sell stocks, all kinds of bonds and other securities, their coupons, the documents representing the rights and credits of the companies, collect their revenues and consume them for the purpose of the “Foundation".

m) In order to increase its assets, it may join commercial and industrial companies with the assets it saves and may leave the company by selling its shares.

n) It can borrow enough credits to realize the purpose.

o) It may charge a fee for income or expense in carrying out scientific research, counseling and educational activities related to its purposes. In summary, in order to realize the purposes of the “Foundation" partially or completely, it is permitted and authorized for the issues specified in Article 48 of the Turkish Civil Code No 4721 in order to execute of all enterprises, savings, undertakings and contracts and transactions, which it deems useful and necessary. However, these powers can never be used for the purposes prohibited by the Turkish Civil Code No. 4721. In addition, while the “Foundation” assignment makes savings, it applies to the permissions and opinions of the Inspection Authority for the works that require permission in accordance with the legislation in force.

p) It receives all kinds of donations, support and assistance, provided that it is not against the law no. 5072.

r) At least 10% of the capacity of the educational facilities to be established by the foundation is allocated free of charge for talented ITU students and the children of ITU graduates and of officers and servants who have served at ITU for a certain period of time; at least 10% of the service and bed capacity in healthcare facilities are allocated to ITU graduates and ITU members, who have insufficient finances.

s) Supports ITU related organizations and carries out other activities to achieve its goals.

t) The "Foundation" is not engaged in politics in any way and is not concerned with politics.

PART II. LEGAL BODIES OF THE FOUNDATION

ARTICLE 6. LEGAL BODIES

Legal bodies authorized with the management and audit of the Foundation are as follows:

a) Council of Honorary Members,

b) Board of Trustees,

c) Board of Directors,

d) Board of Auditors.

ARTICLE 7. COUNCIL OF HONORARY MEMBERS

Council of Honorary Members consists of former rectors of ITU, former and current deans of ITU Faculties and persons selected through the offer of the Foundation’s Board of Directors and approve of Board of Trustees. Council of Honorary Members advises the Board of Trustees and Directors with consultative status.

ARTICLE 8. BOARD of TRUSTEES

Highest decision-making body of the Foundation is the Board of Trustees.

A) MEMBERS

Members of the Board of Trustees consists of Legal Entities’ Representatives stated in paragraphs (a) and natural persons stated in paragraph (b).

a) Legal Entities’ Representatives

a 1) Rector of ITU,

a 2) 3 persons chosen by ITU’s Board of Directors among its members,

a 3) 3 persons chosen by Society of Istanbul Technical University Members Union,

a 4) 3 persons chosen by ITU Sports club,

a 5) 3 persons chosen by ITU Foundation,

a 6) 3 persons chosen by the Foundation for the Protection of ITU Sports Club,

a 7) 3 persons chosen by ITU Alumni’s Society.

The duties of Legal Entities’ Representatives last for 3 years. Expired, resigned or exterminated membership by related institutions memberships shall be replaced by the related institutions.

b) Natural Persons

b 1) 72 (seventy-two) natural persons earned the title ‘member of the Board of Trustees’ according to the Article 101/3 of the Turkish Civil Code until 01.01.2002.

b 2) In order to replace the vacant memberships as a result of reasons like death and resignation or to appoint new members, persons considered beneficial to attend the Board of Trustees by the offer of at least 7 (seven) members of the Board of Directors and decision of the Board of Trustees, according the directive prepared by the Board of Directors and approved by the Board of Trustees. The chairperson of the Board of Trustees is the Rector of ITU.

B) MEETING

Board of Trustees meets ordinary within the first three months of the fiscal year by the invitation of the Board of Directors. The Board of Directors may prepare the agenda and invite the Board of Trustees to an extraordinary meeting when it deems necessary. Board of Auditors can also invite the Board of Trustees to an extraordinary meeting by preparation the agenda whenever it deems necessary. However, in this case, the reason for the extraordinary meeting is notified first to the Board of Directors and General Directorate of Foundations at least 30 days before the meeting.

The agenda of the Board of Trustees shall be prepared by the Board of Directors. Reports of Board of Directors and Auditors stating the results of previous year’s activities, final account report and next years budget offer of the Board of Directors are included in the ordinary meetings’ agenda.

The meeting and agenda of the Board of Trustees is sent to the members of the Board of Trustees and members that have representatives and the relevant Legal Entities specified in the clause 8.A.a) by a registered mail arriving at least 7 (seven) days before the meeting day or by an official notification served by a signature; and the trustee shall convene at the specified date with more than half of its existence. Decisions are taken with more than half of the participants. If the votes are equal, the vote of the chairman of the meeting is counted as two votes. It is also decided on the method of voting. If no quorum is reached on the date of the call, a second meeting is held after 7 (seven) days at the same place and time, provided the Trustee's presence is no less than one third (1/3) of the total number of Trustees. Each member has one voting right. A member who cannot attend the meeting may appoint another member from the Board of Trustees. More than one attorney cannot be gathered in one person.

The meeting date of the Board of Trustees is also notified to the Inspection Authority on time. In addition, a copy of the meeting minutes, annual activity report and account report is sent to the Inspection Authority.

C) DUTIES and POWERS

The Board of Trustees is the highest decision-making body of the Foundation. The powers of the Board of Trustees are shown below:

a) Election of the Board of Directors,

b) Election of the Board of Auditors,

c) To discuss and review the activity report prepared by the Foundation’s Board of Directors and the reports of the Board of Supervisors, and to decide on the release of the Board of Directors,

d) To accept the draft internal legislation of the Foundation to be prepared by the Board of Directors, wholly or by amending,

e) To accept the annual budget drafts to be prepared by the Board of Directors wholly or by amending,

f) To makes changes or annexes to the Foundation’s Deed, if found necessary,

g) To determine general policies of the Foundation’s activities,

h) To make the final decision regarding the recommendations of the Board of Trustees for the members of the Board of Trustees and the proposed new Board of Trustees candidates within the framework of the approved Directive.

ARTICLE 9. BOARD of DIRECTORS

The Board of Directors consists of 8 (eight) principal members and 8 (eight) substitute members and the Rector of ITU, elected from among the Board of Trustees at the annual ordinary meeting of the Board of Trustees for 3 (three) years to manage and represent the Foundation.

The Chairperson of the Board is the Rector of ITU. The Board of Directors elects 2 Vice Chairpersons at its first meeting. The Board of Directors determines the general principles and strategy related to the management of the Foundation, takes all necessary measures for their implementation and applies them.

If there is a vacancy in the Board of Directors, the Foundation’s Board of Directors completes the vacancy by inviting the substitute member who got most votes to complete the term of the vacant membership.

The Foundation’s Board of Directors convenes at least once a month. The member of the Board of Directors who does not attend 3 (three) consecutive meetings without a valid excuse is deemed to have been removed from this position.

The quorum for the meeting is 6 (six), decisions are taken with a minimum of 5 (five) votes. The decisions taken are written in and signed to the notarized decisions book.

ARTICLE 10. DUTIES, POWERS and RESPONSIBILITIES of the BOARD of DIRECTORS

The Board of Directors is the administrative and executive body of the Foundation.

With this title the Board of Directors:

a) Takes all decisions aimed at the fulfillment of purposes of the Foundation and implements them.

b) In light with the policies set out by the Board of Trustees, makes sure of the Foundation’s activities continue and run effectively. In this context, it prepares the necessary internal legislation drafts and submits it for the approval of the Board of Trustees.

c) Carries out the necessary studies for the evaluation of the Foundation's assets and providing new financial resources.

d) On behalf of the legal entity of the Foundation, it starts necessary initiatives and makes transactions with all natural and legal persons on legal, financial and other matters.

e) Assigning a manager to the Foundation, its duties, powers and responsibilities are clearly determined in advance; it may establish the General Secretariat of the Foundation or similar auxiliary units and terminate their duties when deemed necessary.

f) Determines the personnel to be employed at the foundation, assigns them, determines their wages, and terminates their contracts when deemed necessary.

g) Decides to opening and close of branches and representative offices at home and abroad within the framework of the relevant legislation and takes the necessary actions with this regard.

h) In line with the Article 8, Section A, paragraph b-b 2 of the Deed of the Foundation, it recommends members to the Board of Trustees for the vacant seats in the Board of Trustees among people who outstandingly served the Foundation or people believed to be useful for ITU and the Foundation according to the provisions of the Directive approved by the Board of Trustees.

i) It monitors and controls the accounting affairs of the Foundation, at the end of the accounting period, it ensures that the income-expense table and balance sheets are issued and sent to the relevant administration and makes sure of their announce, if deemed necessary.

j) Implements the annual budget which is accepted by the Board of Trustees.

k) Carries out preparatory procedures for the meetings of the Board of Trustees.

l) Presents the activity report of the foundation of the period for release at the Board of Trustees meetings.

m) It performs the duties required by the relevant legislation, the Deed of Foundation and the internal legislation of the foundation.

ARTICLE 11. REPRESENTATION of the FOUNDATION

Board of Directors represent the Foundation. The Board of Directors could transfer this power of representation to the Chairperson of the Board of Directors and Vice Chairpersons. In accordance with the principles to be specified in general or certain situations and matters, the Board of Directors may authorize one or more of its members, any one or more of its authorized officers, its representatives or representations to sign any contract, to issue or transfer contracts, legal documents or deeds for and on behalf of the Foundation.

ARTICLE 12. BOARD of AUDITORS

This Board is a body consisting of 3 principal and 3 substitute auditors elected by the Board of Trustees for 3 (three) years from among its members or externally, to audit the Foundation's activities and accounts on behalf of the Board of Trustees. If there is a vacancy among the auditors, the Board of Directors invites the person who has received the most votes among the substitute auditors to complete the vacant term.

Auditors work jointly as a Board and submit their reports the same way. Auditors are authorized to audit all the Foundation's existing inventory, books, records and documents and to obtain the necessary explanation from those concerned. In the current affairs, they inform the Board of Directors about the matters they deem appropriate to be corrected and deemed useful.

After the foundation accounts are approved by certified financial advisors, the report to be prepared by the Board of Auditors as of the accounting period is submitted to the Board of Trustees at least 15 (fifteen) days before the Board of Trustees’ meeting.

ARTICLE 13. INSPECTION AUTHORITY

As stated in the Article 111 of the Turkish Civil Code No. 4721, General Directorate of Foundations constitutes the Inspection Authority of the Foundation.

ARTICLE 14. FEES and HONORARIUM

Members of Board of Directors and Auditors are not entitled for any fees and honorariums for their duties at the Foundation. Only the essential costs incurred while performing these duties can be paid to them upon their request, provided that they are documented.

PART III. FISCAL PROVISIONS

ARTICLE 15. ASSETS of the FOUNDATION

The assets of the Foundation consist of 250.000.000-TL cash deposited to Perpa Branch of Vakıflar Bankası, which is donated to the Foundation by those who accept to be a Founder Trustee, of the 7 ITU Graduates who are indicated as the founder by the Legal Entities mentioned in paragraph A) of Article 8.

In addition to the initial assets of “the Foundation”, the Foundation partially or fully accepts and acquires any rights and property, assets and their income and any income, through conditional or unconditional donations appropriate for the purpose, bequests or testamentary dispositions and through any other legal means to its assets.

20% of the gross income earned during the year is allocated and spent by the management of the foundation to management and maintenance expenditure and reserves and investments enhancing the Foundation’s assets and the remaining 80% for purposes consisting of educational, health-related, cultural and scientific R&D activities.

ARTICLE 16. DONATIONS

To be used according to the purpose of “the Foundation” and with the condition that it is not against the provisions of Code No 5072, all sorts of donations shall be accepted. The Board of Directors shall reject the donations if it finds them inappropriate.

Donations shall be accepted according to these rules:

1) The amounts of those who are in addition to the assets of the “Foundation" (these may be in the form of money, securities or real estate, rights with material value, shares of domestic and foreign companies, bonds, usufruct notes, bills that express credits, coupons, income partnership documents, etc.) are added to the assets of the “Foundation" with the decision of the Board of Directors.

2) Conditional donations made to be spent for a specific purpose, in line with the purpose of “the Foundation", and their income; if accepted by the Foundation’s Board of Directors, are taken into a special account to be used in accordance with the conditions of donation and allocated to the work that is in accordance with the donor's wish.

3) If a facility to be built in accordance with the purpose of the Foundation or a separate part to be built in an existing facility is made with the donations that are sufficient for this, the name of the donor can be named by the decision of the Board of Trustees to these facilities.

ARTICLE 17. INCOME of the FOUNDATION

The main revenues of the “Foundation” are shown below.

1) All kinds of conditional, unconditional donations and aids suitable for the purpose of the Foundation.

2) Various revenues from the Foundation’s activities.

3) Income from economic enterprises, subsidiaries and partnerships.

4) Interest, dividends, rents and alike income of the Foundation’s estates.

ARTICLE 18. EXPENSES of the FOUNDATION

All kinds of expenses required by all the works carried out to realize the purposes of the “Foundation” constitute the expenses of the “Foundation”. Expenses are spent in accordance with the budget of the “Foundation” and with the signature of the personnel authorized to pay.

“General Communique of Corporate Tax No. 1 from the Ministry of Finance published in the Official Gazette dated 3.4.2007 and numbered 26482:

“Foundations established in accordance with the provisions of the Turkish Civil Code and institutions and organizations engaged in scientific research and development continue their work within the framework of procedures and principles regarding tax exemption.”

“Foundation” shall not use its authority and income on subjects banned by the Turkish Civil Code No 4721.

The Board of Directors is jointly and together responsible for the expenditures that are not suitable for the purpose of the Foundation, for the losses of the Foundation’s money and property (other than the inevitable reasons). After indemnifying the damages, the right of recourse of other members to the defective member is reserved under the law.

PART IV. LIQUIDATION END OF THE FOUNDATION

ARTICLE 19. REASONS FOR LIQUIDATION and PRECAUTIONS

The liquidation of the “Foundation” is out of question. However, if the “Foundation’s” estate and income would be left in a state of inefficacy unable to carry out its purposes and if it is understood that it would continue so, before liquidation of the Foundation, the Board of Directors prepares a plan for continuity by reducing the consecrations according to the remainder of actives and income of the “Foundation” and implement it through the approve of the Board of Trustees. However, if it is accepted with the ¾ (three quarters) of the votes of the Board of Trustees that it will not be beneficial for the “Foundation” to survive, it will be liquidated.

ARTICLE 20. LIQUIDATION of the FOUNDATION and the RESULTS

In the event that the Board of Trustees of the ’’Foundation’’ decides to liquidate the ’’Foundation’’ with ¾ (three quarters) votes and this decision is approved by the Inspection Authority, the Board of Directors takes the qualification of the Board of Liquidation and concludes the liquidation in this capacity. However, if the competent court thinks that the liquidation arises from the attitude of the Board of Directors, it may appoint a new liquidation board of 3 (three) members, of which at least 2 (two) are among the members of the Board of Trustees.

As a result of the liquidation, the remaining property of the ’’İstanbul Teknik Üniversitesini Geliştirme Vakfı’’ is transferred to Istanbul Technical University.

ARTICLE 21. FOUNDING BOARD of TRUSTEES

The Founding Board of Trustees consists of the following persons:

[7 Representatives of the institutions stated in paragraph a) of the Article 8 and special trustees stated in the annex.]

ARTICLE 22. FOUNDING MEMBERS

Until the establishment procedures of this ’’Foundation’’ are completed and it acquired legal personality, to apply to the courts, General Directorate of Foundations and the central and affiliated organizations of this Directorate, the Official Gazette, to Ministries and other official and private institutions and organizations, to pay the fees and similar amounts that must be payed, to take them back if necessary and in summary in order to carry out all kinds of works and operations to realize the establishment of the Foundation together or individually Şerafettin YAVUZ, MSc and Attorney at Law Prof. Ercüment BERKER and Osman SİMAV, MSc have been authorized.

ANNEX, İTÜ GELİŞTİRME VAKFI BOARD OF TRUSTEES

NATURAL PERSONS

REPRESENTATIVES of ORGANIZATIONS

Istanbul Technical University

ITU Union of Engineers MSc

ITU Sports Club

Foundation for the Protection of ITU Sports Club

ITU Alumni’s Society