Information regarding the results of Ordinary General Shareholders' Meeting
Information regarding the results of Ordinary General Shareholders' Meeting
The Ordinary General Shareholders’ Meeting of the Bank for 2019 accounting period was held on Thursday April 2th, 2020, at 10a.m. at the address of Levent, Nispetiye Mahallesi, Aytar Caddesi No:2 34340 Beşiktaş, İSTANBUL and it is resolved that;
- The Board of Directors’ Integrated Annual Activity Report be approved,
- The Financial Statements for the year 2019 be approved,
- Amendment of Article 7 of the Bank’s Articles of Association, which was approved by the letter of Banking Regulation And Supervision Agency dated 17.02.2020 numbered 20008792-101.01.04[42]-E.1814, by the letter of Capital Markets Board dated 31.01.2020 numbered 29833736-110.04.04-E.1363 and by the letter of Ministry Of Customs and Trade - General Directorate of Domestic Trade dated 03.03.2020 numbered 50035491-431.02-E-00052854899, be approved,
- The Board Members be released for their activities in the year 2019,
- The transfer of the distributable net profit of 6.158.840.673,31 Turkish Liras to the Extraordinary Reserves Account be approved,
- As a result of the resignation of Ricardo Gomez Barredo from the Board of Directors, the appointment of Avni Aydın Düren as a real person Board Member in order to fill the remaining term of office, be approved,
- KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (KPMG) be selected as the auditor of the Bank and the group for the year 2020 accounting period, in accordance with Article 399 of the Turkish Commercial Code,
- The net honorarium amount and an upper limit to be paid to the Board members until the ordinary general shareholders’ meeting to be held in 2021 be determined,
- An upper limit for the charitable donations to be made in 2020 be determined in accordance with the Article 59 of the Banking Law No. 5411, as not to exceed four per thousand of equity of the Bank,
- The Board Members be authorized in accordance with Articles 395 and 396 of the Turkish Commercial Code, without prejudice to the provisions of the Banking Law.
Moreover, the Independent Auditor’s Report for the year 2019 is read and the Bank’s shareholders were informed on;
- As a result of Ali Fuat Erbil’s resignation from his office as of September 1, 2019, Recep Baştuğ was appointed as the CEO of the Bank on the date of September 6, 2019 after necessary notifications were made and the required legal approvals were obtained.
- As the CEO is a natural member of the Board of Directors according to the Banking Law, the external duties conducted by the Board Member and the grounds of such duties, in accordance with Article 4.4.7. of the Capital Markets Board’s Corporate Governance Principles,
- The remuneration principles of the Board Members and directors having administrative responsibilities, in accordance with Article 4.6.2 of the Capital Markets Board’s Corporate Governance Principles,
- The charitable donations made to institutions and organizations in the amount of 6.818.453,74 Turkish Liras in 2019,
- The significant transactions executed in 2019 which may cause conflict of interest, in accordance with Article 1.3.6 of the Capital Markets Board’s Corporate Governance Principles.
The meeting minutes, list of participants and the profit distribution table are attached hereto. (The meeting minutes and the profit distribution table are in Turkish and English, whereas the list of participants is in Turkish.)