information document on ordinary general meeting … fileakbank t.a.Ş. information document on...

AKBANK T.A.Ş.

INFORMATION DOCUMENT ON ORDINARY GENERAL MEETING OF 2012 DATED

MARCH 28, 2013

Shareholders Ordinary General Meeting of 2012 of our bank shall be held on March 28, 2013,

Thursday, at 13:30, at the address of Sabancı Center 4. Levent, Istanbul, at the Head Office to discuss

the issues in the below-mentioned agenda.

Our shareholders whose shares are registered by Central Registry Agency (CRA) and who have the

right to participate in General Assembly meetings may attend the General Assembly meeting to be

held at the abovementioned address personally or by proxy or may participate the General Assembly

meeting personally or by proxy in electronic environment over Electronic General Meeting System

(“EGMS”) provided by CRA, by using their safe electronic signatures, if they wish.

The shareholders may authorize their representatives by using EGMS or have their representatives

represent themselves at the General Assembly meeting by filling up the proxy form which are

provided by the Head Office our bank or from our web site at www.akbank.com and notarize their

signature, or by attaching the notarized signatory circular to the proxy form bearing their signatures,

within the framework of the provisions of the Communiqué Serial IV, No: 8 of the Capital Market

Board.

Those who shall attend the General Assembly meeting physically may attend by submitting;

Their identity cards if they are real persons,

Identity cards along with their certificates of representation of those who are authorized to

represent and bind the legal entity, if they are legal entity shareholders,

Identity cards and their certificates of representation of the representatives of real persons and

legal entities,

Identity cards if they’re representatives authorized by EGMS,

And by signing the attendance list.

Our shareholders who shall attend the General Assembly meeting in electronic environment over

EGMS may obtain information on procedures and principles about attendance, assigning proxy,

making suggestion, expressing opinions and voting from www.mkk.com.tr link which is the website

of CRA.

The annual report including Financial Statements and Profit and Loss Account of 2012 and the

Auditor’s reports of our Bank shall be ready for our Shareholders’ review at the website of CRA, on

EGMS page, on our bank’s internet address of www.akbank.com link on “Investor Relations”, at

Financial Coordination and International Reporting Department in Istanbul, and at Ankara

Commercial, Adana Commercial and İzmir Commercial branches, at least twenty-one days before the

meeting date.

http://www.akbank.com/

http://www.mkk.com.tr/


ADDITIONAL EXPLANATIONS AS PER CMB REGULATIONS

Below are the notifications and explanations required by the “Communiqué on Principles for

Incorporated Companies Subject to Capital Markets Law” Serial IV, No: 41 and “Communiqué on

Determination and Application of Corporate Governance Principles” No: 56 of CMB, related with the

agenda items and other general explanations.

1. Shareholder Structure and Voting Rights (as of 28.02.2013)

Commercial Name/Name Family Name

of the Shareholder

Share in the Capital

(TL)

Share in the Capital

(%)

Hacı Ömer Sabancı Holding A.Ş. 1,630,020,902.84 40.75

Citibank Overseas Investment Corp. 395,999,979.99 9.90

Other 1,973,979,117.17 49.35

TOTAL 4,000,000,000.00 100.00

There are no privileged shares.

2. Information on Changes occurred in the Bank or in Its Major Equity Participations and

Subsidiaries or Planned Changes for the Future Period which shall Materially Affect Our

Activities

Within 2012, there has been no change in our Bank or in its major equity participations and

subsidiaries which could materially affect our activities. There are no planned changes for the

following periods which may materially affect our activities.

3. Information on Claims of the Shareholders, CMB and Other Public Authorities on Adding

an Item to the Agenda

There is no claim conveyed by the Shareholders, CMB and other public authorities on adding an

item to the Agenda.

EXPLANATIONS ON AGENDA ITEMS OF THE ORDINARY GENERAL MEETING

DATED MARCH 28, 2013 OF AKBANK T.A.Ş.

1. Appointment of the Presidential Board and its authorization to sign the minutes of the

General Meeting

Chairman and Presidential Board shall be constituted to conduct the General Assembly Meeting

within the framework of Turkish Commercial Code No: 6102, provisions of the Articles of

Association, Procedures and Principles of General Assembly Meetings of Incorporated

Companies and Provisions of the Regulations on Representatives of the Ministry of Customs and

Trade who shall Attend these Meetings (“Regulation”) and the issue on authorizing the

Presidential Board to record the decisions to the minutes shall be submitted to our shareholders’

approval.

2. Communication of the reports of the Board of Directors, Statutory Auditors and

Independent Auditor

Board of Directors Report, Auditor Report, and Independent Auditors’ Report which have been

submitted for the review of our shareholders at website of CRA, on EGMS page, on our Bank’s

internet address of www.akbank.com link on “Investor Relations”, at Financial Coordination and

International Reporting Department in Istanbul, and at Ankara Commercial, Adana Commercial

and İzmir Commercial branches within the scope of the provisions of Turkish Commercial Code

and Regulations, shall be read at the General Assembly Meeting and submitted to the opinion and

approval of our shareholders’. In addition to said reports, Annual Report including Corporate

Governance Principles Compliance Report and other related documents are also submitted for the

review of our shareholders’.

3. Ratification of the Balance Sheet and Profit & Loss Statement for 2012 and the discharge of

liability of the Board of Directors and Auditors from the operations and accounts of 2012

Financial Statement and Profit and Loss Statements of 2012 which have been submitted for the

review of our shareholders’ at the website of CRA, on EGMS page, on our Bank’s internet

address of www.akbank.com link on “Investor Relations” at Financial Coordination and

International Reporting Department in Istanbul, and at Ankara Commercial, Adana Commercial

and İzmir Commercial branches within the scope of the provisions of Turkish Commercial Code

and Regulations, shall be read at the General Assembly Meeting and submitted to the opinion and

approval of our shareholders’.

Additionally, discharge of liability of the Board of Directors and Auditors separately, from the

operations and accounts of 2012 shall be submitted for the approval of the General Assembly.

4. Decision on the appropriation of 2012 net profit,

According to our financial statement for the accounting period of 01.01.2012 – 31.12.2012 which

is audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A member

firm of Ernst & Young Global Limited) “Net Period Profit” is TL 2,949,861,621.52. Accordingly

the table on profit distribution to be proposed to the General Meeting by the Board of Directors is

shown in Annex 1.

5. Approval of members elected to the Board of Directors for the remaining period,

Muhterem Kaan Terzioğlu who has been assigned to the Board of Directors on April 3, 2012 and

taken office on April 9, 2012 for the position of Bülent Adanır and Hamid Biglari who has been

assigned on September 24, 2012 and taken office on November 30, 2012 for the position of

William Joseph Mills shall be submitted to the approval of the General Assembly.

Additionally; Membership assignments for the Board of Directors fulfilled within the scope of

compliance to the Article 25 of the Law in Effect and the Mode of Administration of Turkish

Commercial Code Number 6103 shall be submitted to the approval of the General Assembly.

6. Appointment of the Board Members whose terms have expired and determination of their

compensation,

The candidates of the Board of Directors are Suzan Sabancı Dinçer, Erol Sabancı, Hayri Çulhacı,

Özen Göksel, James C. Cowles, Mehmet Hikmet Bayar, Şakir Yaman Törüner, Aziz Aykut

Demiray and Muhterem Kaan Terzioğlu and their Curriculum Vitae’s are presented in Annex 2.



According to Item 3, Clause 11 and Article 5 of the “Communiqué on Determination and

Application of Corporate Governance Principles” No: 56 principle numbers 4.3.6, 4.3.7, 4.3.8.

and 4.3.9. of “Corporate Governance Principles of the Capital Markets Board” shall be applied

for the selection of an independent member of the Board of Directors. Within this scope, the

Independent Member Candidate of the Board of Directors of the Bank is Aziz Aykut Demiray.

A monthly gross salary of 4.000 TL is paid to the current Board of Directors Members. The salary

to be paid to the members to be elected in the new period will be determined at the General

Assembly. It is expected that the salary to be determined will reasonably increase in comparison

to the existing salary levels. Furthermore, an annual dividend is distributed to the Board of

Directors Members pursuant to Article 82 of the Bank’s Articles of Association. According to the

decision taken by the Board of Directors on March 4, 2013, total amount of the dividend to be

paid to Board of Directors Members will be proposed as 669.781,42 TL.

7. Appointment of the Independent Auditors,

At the meeting of the Board of Directors held on March 6, 2013, in line with the opinion of the

Bank’s Audit Committee for Independent Auditor for 2013, selection of Güney Bağımsız

Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A member firm of Ernst & Young Global

Limited) shall be submitted to the approval of the General Assembly.

8. Authorization of the Board of Directors for the issuance and issuance procedures of any

types of Bonds, Bank Bonds, Commercial Paper, Asset Backed Securities or other

borrowing instruments domestically and abroad up to the highest limit accepted by the

Turkish Commercial Code, Banking Code, the Capital Markets Code and other related

regulations,

The subject on authorizing the Board of Directors for the issue of the debt instruments our Bank

has planned shall be submitted to the approval of the General Assembly. The purpose of the

issuance is to diversify our Bank’s borrowings in term and type and to protect the required

healthy funding of the balance sheet within the frame of asset-liability management depending on

the evolutions in the Balance Sheet. As of the publishing date of this document, total amount of

the issued bonds and debentures of our Bank in circulation in internal and external markets is TL

8.467.244.500. It may be possible that the said amount is increased by a reasonable amount

depending on the evolutions on our balance sheet with the new issuances planned according to the

decisions to be taken in the General Assembly. On the other hand, our Bank has a very strong

financial structure and high capital adequacy ratio and, accordingly under normal conditions we

do not plan to issue debentures convertible to shares.

9. Following the legal permissions revision of the 4, 14 15, 17, 20, 21, 22, 23, 28, 31, 32, 33, 34,

38, 39, 49, 59, 63, 64, 66, 67, 69, 72, 75, 76, 82, 93, 94, 100, 101th section of articles of

association of the Bank and removal of the 13, 26, 40, 41, 42, 43, 44, 45, 46, 47 and

temporary article 1 and finally addition of article 40 with the title of “Corporate

Governance Principles Compliance”

All the legal permissions have been obtained for the Articles of the Association Amendments

which are made within the scope of compliance to Turkish Commercial Code number 6102 and

Capital Markets Law number 6362 shall be submitted to the approval of the General Assembly.

The said amendments are in Annex 3.

10. Approval of the Internal Directive of the General Meeting with respect to the procedures

and principles of the General Assembly

Internal Directive on the Procedures and Principles of the General Assembly Meeting prepared

according to the provisions of Clause 2 of Article 419 titled “Meeting Chairmanship and Internal

Directive” of Turkish Commercial Code Number 6102 is in Annex 4 and shall be submitted to the

approval of the General Assembly.

11. Empowerment of the Board of Directors in connection with matters falling within the scope

of articles 395 and 396 of the Turkish Commercial Code

It’s only possible for our members of the Board of Directors to carry out operations within the

framework of the Article 395 of Turkish Commercial Code titled “Prohibition on Operation with

a Company, Borrowing to a Company” and Article 396 of Turkish Commercial Code titled

“Prohibition of Competition” with the approval of the General Assembly. The said permission

will be submitted to the approval of the General Assembly.

12. Determining the limits of donations

In accordance with clause 5 of the article 19 of Capital Markets Law, donation limit of the Bank

should be submitted for the approval of the General Assembly. According to the Banking Law,

the banks can make donations up to maximum 0.4% of their equity in a financial year. It is

expected that a proposal which takes into account the provisions of Banking Law for the donation

limit will be made at the General Assembly.

The donations made by our Bank in the years 2010, 2011 and 2012 and their ratio to equity

capital are, respectively, 504.871 TL (0.0029%), 285.285 TL (0.0016%) and 400.703 TL

(0.0018%).

13. Information to shareholders regarding the donations in 2012, related parties transactions,

compensation of Board Members and senior executives.

a) Donations: Donations made to foundations and associations in 2012 amount to

400,702.77 TL. This subject does not require the approval of the General Assembly and

the purpose is informing the Assembly.

b) Related Party Procedures: Within the scope of the Article 5 of “Communiqué on

Principles the Incorporated Companies Subject to Capital Markets Law” Serial IV, No: 41

amended by the Communiqué Serial IV, No: 52 of CMB, information shall be given to the

General Assembly that; in 2012, there is no assets, service or liability transfer transaction

which reaches to 10% or more of the total assets or 10% of gross sales of the Bank with

the related parties, on a widespread and continuous basis.

c) Remuneration Policy: According to the principle Number 4.6.2. of the “Capital Markets

Board Corporate Governance Principles” remuneration policy of the Board of Directors

Members and executives should be put in written and submitted to the shareholders’

information as a separate item at the General Assembly Meeting and enable the

shareholders to express their opinions. Remuneration policy arranged with this purpose is

in Annex 5.

Annex.1

AKBANK T.A.Ş. Distribution of Profits Table for the Year 2012 (TL)

1. Paid/Issued Capital 4.000.000.000,00

2. Total Reserve Funds (According to Legal Records) 1.181.251.931,85

According to the Articles of the Association, if there is any privilege in the profit

distribution, information related with the mentioned privilege -

According to Legal

Records (LR)

3. Profit for the Fiscal Period 3.803.068.964,49

4. Tax Payable ( - ) 853.207.342,97

5. Net Profit for the Fiscal Period ( = ) 2.949.861.621,52

6. Losses for the Previous Years ( - ) 0,00

7. First Scheme Legal Reserve ( - ) 0,00

8. NET DISTRIBUTABLE PROFIT FOR THE FISCAL PERIOD (=) 2.949.861.621,52

9. Donations made during the year ( + ) 410.702,77

10.

Net distributable period profit in which the donations are added to the primary

dividend 2.950.272.324,29

11.

Primary Dividend to the Shareholders’ 200.000.000,00

- Cash 200.000.000,00

- Free of charge 0,00

- Total 200.000.000,00

12. Dividend Distributed to the Privileged Shareholders 0,00

13. Dividend to Members of Board of Directors, workers, etc. 669.781,42

14. Dividend Distributed to Founders Shares 0,00

15. Secondary Dividend to the Shareholders’ 370.000.000,00

16. Second Scheme Legal Reserve Fund 37.066.978,14

17. Statutory Reserves 0,00

18. Private Fund Account (Affiliate and Real Estate Sales Profits) 8.140.898,90

19. EXCESS RESERVE 2.333.983.963,06

20.

Other Sources Proposed to be Distributed

- - Profit for the Previous Year

- Extraordinary Reserves

- Other Reserves Distributed According to the Law and Articles of Association

AKBANK T.A.Ş. Distribution of Profits Table for the Year 2012 (TL)

INFORMATION ABOUT DIVIDEND PER SHARE

GROUP TOTAL DIVIDEND

AMOUNT (TL)

DIVIDEND CORRESPONDING

TO 1 TL NOMINAL VALUE

SHARE

AMOUNT PERCENTAGE

(TL) (%)

GROSS

A

B

TOTAL 570.000.000,00 0,1425 14,2500

NET (*)

A

B

TOTAL 484.500.000,00 0,121125 12,1125

THE PERCENTAGE OF THE DISTRIBUTED PROFIT SHARE TO THE DONATIONS

ADDED NET DISTRIBUTED PERIOD PROFIT

THE AMOUNT

OF PROFIT

SHARE

DISTRIBUTED

TO

SHAREHOLDERS

(TL)

THE PERCENTAGE OF DONATIONS ADDED NET DISTRIBUTED

PROFIT SHARE TO THE PROFIT SHARE DISTRIBUTED TO

SHAREHOLDERS (%)

570.000.000,00 19,32

(*) In cash dividend payments made to the fully accountable corporations, (15%) income tax

deduction will not be made.

Annex.2

CURRICULUM VITAE OF THE BOARD OF DIRECTORS

Cadidates for Board of Directors; Suzan Sabancı Dinçer, Erol Sabancı, Hayri Çulhacı, Özen Göksel,

James C. Cowles, Mehmet Hikmet Bayar, Şakir Yaman Törüner, Aziz Aykut Demiray and Muhterem

Kaan Terzioğlu and their related Curriculum Vitae are presented below.

According to “Communiqué on determination and application of Corporate Governance principles”

No 56 (article 5, paragraph 11, clause 3) Capital Markets Board (CMB) Corporate Governance

Principles numbered as 4.3.6, 4.3.7, 4.3.8. and 4.3.9 should be applied for an independent Board

Member. In this context, Aziz Aykut Demiray is the candidate for Independent Board Member and his

approval process under CMB continues.

Suzan Sabancı Dinçer

Suzan Sabancı Dinçer was elected Chairman of the Board of Directors on March 28, 2008. Ms.

Sabancı Dinçer was appointed Senior Vice President of the Akbank Treasury Department in 1989,

promoted to Executive Vice President in charge of Treasury in 1994, appointed to the Board of

Directors as Executive Board Member in charge of Treasury and International Relations in 1997 and

as Executive Board Member in charge of all matters of the Board of Directors in 2000.

Ms. Sabancı Dinçer is the Honorary Consul of Luxembourg as well as a member of the National Bank

of Kuwait's International Advisory Board, Blackstone's International Advisory Board, Chatham House

Panel of Senior Advisers, Institute of International Finance Board of Directors, Emerging Markets

Advisory Board, Global Relations Forum Board of Directors and Forum Istanbul Honorary Advisory

Board. Ms. Sabancı Dinçer is the Chairperson of the Turkish-British Business Council of Foreign

Economic Relations Board of Turkey (DEIK).

Erol Sabancı

Having served as a member of the Akbank Board of Directors since 1967, for a decade beginning from

March 1998 Erol Sabancı served as the Chairman of the Board of Directors. Elected Honorary

Chairman and Consultant to the Board on March 28, 2008, Erol Sabancı also serves as Vice Chairman

of the Board of Directors of Sabancı Holding

Hayri Çulhacı

Hayri Çulhacı was elected as Vice Chairman on July 18, 2010 and was appointed Chairman of the

Audit Committee and Executive Risk Committee on January 17, 2011. Having joined Akbank as an

Executive Vice President in 1990, Çulhacı was consecutively appointed as Executive Vice President in

charge of Corporate Communications, Investor Relations and Strategy; as Advisor to the Chairman;

and as Executive Board Member. Prior to joining Akbank, Hayri Çulhacı worked as Financial Analyst

and Department Head in the Ministry of Finance. Çulhacı holds a BA degree in Economics from

Ankara University, Faculty of Political Sciences and an MBA degree from Northeastern University in

the USA. Hayri Çulhacı is a member of the Board of Trustees of Sabancı Foundation and a member of

the Board of Trustees of Sabancı University, a Board Member of Aksigorta A.Ş., and AvivaSA A.Ş.

Özen Göksel

Özen Göksel started working at Akbank in 1964 as an Assistant Internal Auditor and after serving in

various positions, was appointed as Executive Vice President in 1981. From 1994 until November

2000, Özen Göksel served as a member of Akbank's Board of Directors and as CEO of the Bank.

From November 2000 until October 2007, Özen Göksel served as Executive Board Member and from

April 2011 to December 2011 he served as a Board Member. A graduate of the Faculty of Economics

at Istanbul University, Özen Göksel serves as an Executive Board Member since December 15, 2011.

James C. Cowles

James C. Cowles was named Citi’s Chief Executive Officer for Europe, Middle East & Africa

(EMEA) in January 2013.

Prior to assuming his current position, James C. Cowles was Chief Operating Officer for EMEA and

Head of Western Europe at Citi. He has also served as Head of Markets for Citi in EMEA, Global

Head of Equities and Global Head of Equity Capital Markets (new-issue product).

James C. Cowles joined Barney in 1979. Other previous roles have included: Head of Equities

(EMEA), Deputy Head of Investment Banking. Head of Real Estate Investment Banking and

Commercial Mortgage Trading, Head of Debt Capital Markets and Head of Direct Investments.

James C. Cowles graduated Phi Beta Kappa from Denison University in 1977 with B.A. in economics.

He graduated with an M.B.A. from The Wharton School, University of Pennsylvania, in 1979.

Mehmet Hikmet Bayar

Hikmet Bayar joined the Akbank Board of Directors after retiring from the Turkish Armed Forces in

1996. Having served in various command positions until his retirement, Mr. Bayar was Chief of the

Turkish Land Forces between 1994 and 1996.

Şakir Yaman Törüner

Yaman Törüner became a member of the Board of Directors in March 1998. Having served as a

Member of Parliament between 1995 and 1999, Yaman Törüner also served as a Minister of State in

1996. Between 1990 and 1994, Yaman Törüner served as the President of the Istanbul Stock Exchange

and from 1972 until 1990 he worked in various administrative positions within the Central Bank of

Turkey, also serving as the Governor of the Central Bank of Turkey.

Muhterem Kaan Terzioğlu

Kaan Terzioglu joined Akbank as a Member of the Board of Directors on April 3, 2012. Terzioğlu

began his career at Arthur Andersen and Company in Istanbul as an auditor and financial consultant

and moved into management consulting in Chicago and Brussels focusing on information

technologies, information security and knowledge management from 1990 to 2000. Terzioğlu worked

for Cisco Systems for the last 12 years holding various executive responsibilities and serving in

numerous international positions. A member of TUSIAD, Kaan Terzioğlu is a certified public

accountant at the Istanbul Chamber of Certified Public Accountants and Sworn Financial Advisors. In

addition, he is a member of the Board of Directors at Aksigorta A.Ş., Teknosa İç ve Dış Ticaret A.Ş.

and Neostratus. Kaan Terzioğlu is a graduate of Bosphorus University, Faculty of Business

Administration.

Aziz Aykut Demiray (Independent Board Member)

Aykut Demiray joined Akbank as a Member of the Board of Directors on March 1, 2012. Aykut

Demiray began his career in 1979 at T. Isbank as an Assistant Internal Auditor and undertook various

duties in several units and branches, finally serving as Deputy Chief Executive between 1998 and

2011. A graduate of the Business Administration Department of the Faculty of Administrative

Sciences from Middle East Technical University, Aykut Demiray is a member of the Board of

Trustees at Istanbul Culture University.

Annex.3

FORMER VERSION NEW VERSION

Purpose and Scope of Business:

Article: 4 -

Purpose and Scope of Business:

Article: 4 -

I - The Bank is incorporated in order to carry out all

sorts of banking transactions, to enter into undertakings

and activities in all economical, financial and

commercial fields permitted by the legislation and to

deal with all matters which the law permits banks to do

or carry out; including but not limited to those set out

below.

II - The Bank may extend all sorts of term or demand

loans, notation credits, revolving loans, credits with or

without collateral, credits drawn in New Turkish Liras

or in foreign currency, credits in cash, in kind or in

commodity, it may carry out transactions of discount,

purchasing, advance against commercial papers or

goods, or rediscount, it may form or participate in, take

over or transfer credit syndicates.

III - The Bank may accept all sorts of deposits.

IV - The Bank may carry out all sorts of payment

transactions, especially those such as checks, letters of

credit, money orders, payment against documents or

goods. The Bank may further undertake all transactions

such as swich, swap, clearing and mutual, parallel or

multi-sided commercial organisations.

V - The Bank may carry out all sorts of transactions

with the Turkish Central Bank and with its mediation.

VI - The Bank may carry out all sorts of capital market

transactions and may undertake capital market activities;

may dispose of or transact with all capital market

instruments, may act as broker in all transactions of

issuing, sale or distribution of capital market

instruments; may issue asset backed securities, may

establish, run, transfer, take over or dispose of all funds

provided for by the capital market legislation; may

undertake activities permitted by the capital market

legislation to banks as capital market subsidiary

institutions.

VII - The Bank may carry out all sorts of stock

exchange activities, may function as a brokerage firm in

terms of the capital market legislation and may pursue

activities necessary therefor.

VIII - The Bank may carry out all sorts of exchange and

guarantee transactions.

I - The Bank has been founded in order to offer all kinds

of banking services, including, but not limited to, the

services and transactions specifically listed below, and

to enter into all kinds of economic, financial and

commercial ventures and activities not banned by the

applicable laws pertaining thereto, and to engage in all

fields of business of every kind as and to the extent

allowed for banks by the applicable laws.

II - The Bank may, at home and abroad, extend and offer

all types of term or demand loans, call loans, revolvable

loans, secured or unsecured, Turkish Lira or foreign

exchange, cash, non-cash or commodity credits; and

enter into discounting, purchase and negotiation,

advances against bills or commodities, and rediscounting

transactions and establish or participate in, transfer or

take over credit syndications.

III - The Bank may accept all deposits of any kind.

IV - The Bank may engage in all kinds of payment

transactions, particularly checks, letters of credit,

remittances, and payment against documents or goods;

and enter into mutual, parallel-linked or multilateral

trading organizations, particularly switch, swap and

barter.

V - The Bank may deal with all types of transactions

with or through the Turkish Central Bank.

VI - Subject to the Capital Markets Law and other

applicable laws relating thereto, the Bank may enter into

capital market transactions and engage in capital market

activities, and may take actions on or with, and may

dispose of, capital market instruments, and may act as an

intermediary in issue, sales and distribution of capital

market instruments, and may issue asset based securities,

and may be occupied with other activities of banks

recognized by and pursuant to the capital markets laws

and regulations.

VII - The Bank may deal with all and any kinds of

exchange transactions, and may serve as an intermediary

institution and take necessary actions pertinent thereto,

within the meaning ascribed thereto by the capital

markets laws and regulations.

VIII - The Bank may enter into all foreign exchange and

guarantee transactions of every kind.


IX - Within the limit and scope provided for by the

legislation, The Bank may do investment banking or

merchant banking; may organize or finance mergers and

acquisitions of companies.

X - The Bank may give services regarding open or

closed deposit, safe deposit boxes, and collective

deposit and may further act as central depository for

uncertificated securities within the meaning of the

capital market law or may undertake such services and

activities jointly with others or may have them carried

out by others or may organise them.

XI - The Bank may carry out all sorts of banking

transactions with national and/or international credit

institutions and banks, it may establish consortiums and

may enter into all sorts of cooperation.

XII - The Bank may enter into the abovementioned

transactions directly or together with domestic or

foreign legal or natural persons or as agent in their name

and account and if it deems necessary for their

attainment, may establish companies or may participate

in domestic or foreign companies already established or

may take over, in part or in whole, existing companies

or enterprises.

XIII - The Bank may establish holding companies, may

carry out holding transactions and may finance

businesses which come under the Bank’s purpose and

scope of business. It may further deal with procurement

of and participating in foreign investment, within the

scope of such legislation concerning Turkey.

XIV - The Bank may establish courses or scholarships

in order to provide qualified personnel, or may send

employees or students abroad for research, training or

education.

XV - The Bank may establish social or cultural facilities

or may participate in existing ones. The Bank may

extend donations in line with the CMB regulations.

XVI - In order to attain the abovementioned purposes or

for its own needs, the Bank may rent, purchase, acquire

or construct real property and where necessary, may

transfer, dispose of or mortgage the same to others and

may carry out all acts of disposal.

XVII - The Bank may receive mortgages in accordance

with the provisions of the Banking Code or may receive

mortgages for the purpose of covering any damage

caused to the Bank by wrongful deeds or transactions of

third persons or for the purpose of securing its credits

and may change the terms of the mortgages it has

IX - To the extent allowed by the applicable laws, the

Bank may be occupied with investment and merchant

banking, and may organize and finance mergers and

acquisitions.

X - The Bank may offer and provide open and closed

deposit, safe-deposit box and collective custody

services, as well as custody and dematerialization

services within the meaning ascribed thereto by the

Capital Markets Law, or may perform or cause others

perform these services and activities together with third

parties, or may organize the same.

XI - The Bank may engage in all kinds of banking

transactions, and establish consortiums, and enter into all

and any kinds of cooperation, with national and/or

international crediting institutions and banks.

XII - The Bank may deal with the transactions and

ventures listed above directly or jointly with local or

foreign persons or entities or in the name and in the

account of or as a representative or agent of them, and if

deemed necessary and useful therein for, may promote

and found new companies or may participate in existing

local or foreign companies or may acquire all or some

shares of existing companies and ventures.

XIII - The Bank may found holding companies, and may

perform holding transactions, and may finance

businesses and transactions for achievement of its

objectives and within its fields of business, and may

procure foreign capital investments and participations

pursuant to the relevant laws and regulations of Turkey.

XIV - The Bank may organize courses and scholarships

in order to improve qualifications of its personnel, and

may send officers or students to foreign countries for

studies, practical training or education.

XV - The Bank may establish new or participate in

existing social and cultural premises and facilities, and

may make donations and grants within the frame of

regulations of the Capital Markets Board.

XVI - In order to achieve the objectives listed above or

for its own needs, the Bank may rent, lease, purchase or

otherwise acquire, and build real properties and estates,

and may transfer or assign the same to third parties, and

may establish mortgages thereon, and may otherwise

dispose of them.

XVII - The Bank may accept mortgages and pledges

within the frame of provisions of the Banking Law, and

in addition, may accept mortgages as a security for debts

owed to it or for indemnification of losses of the Bank


received or may release them.

XVIII - The Bank may purchase real property of

persons or third persons in order to provide the payment

of any credits or any damage caused to the Bank by

wrongful deeds or transactions.

XIX - The Bank may give consultancy services in

matters which fall under its scope of business.

These matters are not exhaustive and the limit of

activities which the Bank may carry out is that rendered

possible by the laws of the Republic of Turkey.

XX - The bank conducts business, in accordance with

the scope of business determined by the Banking Law

and legislations subject to this law encompassing any

changes that may take place in these, in the future;

provided that the Bank receives necessary permissions

required by the related legislation.

arising out of tortuous acts of third parties, and may

change the conditions of, or annul and remove, the

mortgages.

XVIII - The Bank may purchase or acquire real

properties and estates of third parties as a security for

debts owed to it or for indemnification of losses of the

Bank arising out of tortuous acts.

XIX - The Bank may render all and any consulting and

counseling services within its fields of business. The

activities and operations listed above are not restrictive,

and the Bank may deal with the activities and operations

cited above to the extent allowed by the pertinent laws

of the Republic of Turkey.

XX- The Bank may engage in all kinds of fields of

business stipulated in the Banking Law and other

ancillary laws and regulations enacted under the said

Banking Law, also including all and any revisions and

amendments that may be made in provisions of the said

laws pertaining to these fields of business, providing that

the required licenses and permissions are obtained for

such businesses and activities pursuant to the relevant

laws and regulations.

Temporary Receipt, Interim Share, Share

certificate: Article: 13 -

Temporary Receipt, Interim Share, Share

certificate: Article: 13 -

Temporary receipts, interim shares, share certificates

and their exchange with share certificates are subject to

legislation

Deleted from the Articles of Association.

The Disposal of Share Certificates :

Article: 14 -

Transfer of Shares:

Article: 14 -


The Bank holds a share registry according to Article 417

of the Turkish Commercial Code. The transfer of

registered shares occurs with their delivery to transferee

in accordance with articles 416 and 559 of the Turkish

Commercial Code. However, the transfer is only

completed and has effect against the Bank, upon

registration in the share registry.

The transfer of registered shares may not be registered

in the share registry unless it is proven that the shares

are transferred in accordance with the abovementioned

clause. Only persons who are registered in the share

registry have shareholdership against the Bank. Law

provisions on share certificates which are transferred by

succession are reserved.

Shares may be transferred freely, without prejudice to

the relevant articles of the Turkish Commercial Code,

Capital Markets laws and regulations, Banking Law and

associated laws and regulations, and provisions of this

Articles of Association.

The Entirety of Shares :

Article: 15 -

Integrity of Shares:

Article: 15 -

1- Each share constitutes an indivisible whole against

the Bank. If a share is owned by several persons, Article

400 of the Turkish Commercial Code applies.

2- The Bank may neither acquire its own shares, nor

accept them as pledge. Contracts which result in the

acquiry or acceptance as pledge of such shares, are void.

However, contracts shown below are excepted from this

provision:

a) Where shares are acquired in accordance with a

resolution to reduce the Bank’s capital;

b) Where shares are acquired in satisfaction of claims of

the Bank, unless these claims arise from subscription of

shares during the Bank’s incorporation or increase of

capital;

c) Where shares are passed to the Bank as a result of the

acquisition of an estate or a business with its assets and

liabilities;

d) Where the acquisition or pledge of shares is a matter

that comes within the scope of the Bank’s business

according to these Articles of Association;

e) Where shares are deposited by members of the Board

of Directors, managers or employees as security for

liabilities arising out of such positions;

f) Where the acquisition is gratis.

Shares acquired under subsection a) shall immediately

be destroyed. A record of such destruction shall be

given to the Commercial Registry. In other cases, such

shares must be disposed of at first opportunity.

These transactions must be included in the annual

reports. Shares acquired by the Bank may not be

represented at the General Assembly.

1- Each share constitutes an undividable integral unit

towards the Bank. If and when a share is owned by more

than one person, the provisions of article 477 of the

Turkish Commercial Code are applicable.

2- The Bank may acquire or accept as pledge its own

shares, subject to the limitations specified in article 379

et seq. of the Turkish Commercial Code and other

relevant laws and regulations.

In the case of purchase by the Bank of its own shares,

the Capital Markets laws and other pertinent laws and

regulations are complied with, and the required public

disclosures are made in connection therewith.

Shares of the Bank acquired by the Bank itself are not

permitted to be represented in the General Assembly of

Shareholders.

.


The Situation of Creditors and Successors :

Article: 17 -

The Situation of Creditors and Successors :

Article: 17 -

Ownership of a share implies approval of the contents of

these Articles of Association and resolutions of the

General Assembly. Those who subsequently acquire

shares due to succession or other reasons are also

subject to this provision.

The successors and creditors of a shareholder may under

no circumstances demand the seizure of the Bank’s

goods and property nor may intervene with the business

or management of the Bank. Such persons are obliged to

accept the Bank’s accounting book and resolutions of

the General Assembly.

The provisions of Article 145 of the Turkish

Commercial Code are reserved.

By owning and holding a share, the holder thereof is

deemed to have given his consent in advance both to the

contents and provisions of this Articles of Association

and to the decisions of the General Assembly of

Shareholders. This provision is enforceable also on those

who acquire the shares subsequently through inheritance

or other ways.

Inheritors or creditors of a shareholder may by no means

and for no reason claim attachment of assets and

properties of the Bank or intervene with business affairs

and management of the Bank. In order to recover their

receivables, they are obligated to accept the Bank’s

accounting books and the decisions of the General

Assembly of Shareholders.

The provisions of article 133 of the Turkish Commercial

Code are, however, reserved.

Reduction of Capital :

Article: 20 -

Reduction of Capital:

Article: 20 -

The reduction of capital is subject to articles 396, 397

and 398 of the Turkish Commercial Code.

Reduction of share capital is subject to and governed by

provisions of articles 473, 474 and 475 of the Turkish

Commercial Code, and Capital Markets laws and other

relevant laws and regulations.

Issue of Securities:

Article: 21 -

Issue of Securities:

Article: 21 -

Within the limits provided by the legislation, the Bank

may issue all kinds of capital market instruments

including debentures, finance bonds and asset-backed

securities.

Within the frame of the applicable laws, the Bank may

issue all kinds of capital market instruments,

particularly bonds, commercial papers and asset based

securities.

The Board of Directors is indefinitely authorized to

decide and resolve that all kinds of bonds, commercial

papers, bank bonds and debentures, asset based

securities and other instruments of debt recognized in

the applicable laws be issued at home or abroad up to

the maximum limits permitted by the laws and other

legislative instruments, within the frame of the Turkish

Commercial Code, Banking Law, Capital Markets Law

and other current laws and regulations, and to take

decisions as and when required for completion of issue

procedures.

Limits for the bonds and debentures to be issued shall be

governed by the pertinent provisions of the Capital

Markets Law and other relevant laws.

Interest on Paid Capital :

Article: 22 -

Interest on Paid Capital:

Article: 22 -

No interest may be paid on the basic capital. Articles

470 and 471 of the Turkish Commercial Code are

reserved.

No interest is payable over the share capital. The

provisions of articles 509 and 510 of the Turkish

Commercial Code are, however, reserved.


The Administrative Body and Organisation of the

Bank:

Article: 23 -

The Administrative Body and Organisation of the

Bank:

Article: 23 -

The Bank is managed and audited by the following

authorised organs that function under the Turkish

Commercial Code and the Banking Code.

A) General Assembly

B) Board of Directors

C) Credit Committee

D) Auditors

E) General Management

The Bank is directed, managed and audited by the

following authorized bodies operating in accordance

with the pertinent provisions of the Turkish Commercial

Code and the Banking Law:

A) General Assembly of Shareholders

B) Board of Directors

C) Credit Committee and other committees

D) Internal Auditors

E) General Management

Security to be Deposited by Members of the Board :

Article: 26 -

Security to be Deposited by Members of the Board:

Article: 26 -

Chairman and each of the members of the Board of

Directors are obliged to deposit to the company, shares

equal to one percent of the basic capital. However, if

one percent of the basic capital exceeds the amount set

in the related article of the Turkish Commercial Code,

the excess is not required to be deposited.

For members of the Board of Directors who are elected

in representation of companies, the duty of depositing

shares is fulfilled by the companies that they represent.


Authorised Signatures and Circular:

Article: 28 -

Authorised Signatures and Circular:

Article: 28 -

1- in accordance with article 319 of the Turkish

Commercial Code and its own resolutions and

principles, divide and distribute the duties of

management and representation, or may confer all or

part of the representational authority and management

on Managing Directors, General Manager, Managers or

other persons it deems appropriate.

2- in accordance with article 321 of the Turkish

Commercial Code, limit the representational authority to

the affairs of the head office or of a certain branch or

branches or to certain affairs or may decide on the joint

usage of the representational authority by the head

office and branches through determining the type, limit

and scope of transaction.

3- Any documents prepared in the name of the Bank

must, provided compliance exists with subclauses

above,

a) either carry the signatures of two authorised

persons,

b) or carry the signatures of two persons one of whom

has representational capacity or is authorised to a

first degree signature and the other authorised to a

1- Pursuant to article 367 and second paragraph of

article 370 of the Turkish Commercial Code, the Board

of Directors may, without prejudice to the pertinent

provisions of the Banking Law and other applicable

laws, take decisions as to distribution and allocation of

its management and representation duties, or delegate all

or some of its administrative duties and representation

powers to executive director or directors being members

of the Board of Directors, or to General Manager or

Managers, or to others to be determined by itself. At

least one member of the Board of Directors is required

to have the representation powers.

2- The Board of Directors may restrict the representation

powers solely for affairs of head offices or certain

branch or branches or for particular affairs or businesses

pursuant to article 371 of the Turkish Commercial Code,

or if and when required, may decide that these powers

be used jointly by head offices and branch(es) within

certain limits and for certain purposes as may be

designated.

3- In order to be valid and binding on the Bank, all kinds

of documents and certificates issued in the name of the

Bank must, in addition to being in strict compliance with

the requirements of the preceding paragraphs:


second degree signature, and must carry an

expression or stamp or seal representing the trade

name of the Bank.

4- The Bank shall prepare a circular of the names and

applied signatures of persons in the Board of Directors

who are given the capacity of signature together with

the relevant explanations and shall send copies thereof

to necessary offices, establishments, banks and others

whom it deems necessary.

5- Resolutions made under this article and any changes

thereto shall be registered and announced in accordance

with the Turkish Commercial Code.

a) be signed jointly by any two of the authorized

signatories of the Bank, or

b) be signed jointly by two authorized signatories, one

being of the first degree and the other being of the

second degree, under the name or common seal or

seal of the Bank.

4- The Bank issues a signature circular, containing the

names and specimen signatures of members of its Board

of Directors duly authorized to sign and act for and on

behalf of the Bank, together with clauses reflecting the

provisions of the preceding paragraphs, and sends the

copies of its signature circular to the relevant

institutions, entities and banks and other persons as and

to the extent deemed necessary.

5- Decisions taken in reliance upon this article and all

and any changes thereon will be registered and

announced in accordance with provisions of the Turkish

Commercial Code.

Quorum and Decisions :

Article: 31 -

Quorum and Decisions:

Article: 31 -

At least one member more than half of the members

must be present for the Board to take any decisions.

Decisions are taken by a majority of the members who

are present. Members may not vote in representation of

other members. An item shall be postponed to the next

meeting if the votes are equal. In case equality continues

at the next meeting, the concerned proposal shall be

deemed to be rejected. The deliberations of the Board of

Directors shall be recorded in the minutes by a secretary

elected from among the members or third persons. The

minutes shall be signed by the attending members and in

case there are members opposing a decision, the reason

for opposition shall be written in the minutes and signed

by such members. Decisions of the Board of Directors

may be taken by obtaining written assent of members to

a motion submitted by a member, unless one of the

members requires oral discussion. Decisions must be

written and signed in order to be valid.

The Board of Directors may hold its meetings subject to

presence of majority of the full number of its members.

Decisions are taken by affirmative vote of majority of

the members present in the meeting. Directors are not

allowed to vote for and on behalf of each other. In the

case of equality of votes, the topic is postponed to the

next meeting of the Board of Directors. In the case of

equality of votes in the next meeting as well, the motion

is deemed to have been refused. Discussions in the

Board meetings are regularly recorded by a secretary to

be appointed from among Directors or from outside.

Meeting minutes are required to be signed by the

Directors present in the meeting, and in case of

dissenters, the dissenting opinions are also required to be

included in the minutes, and signed by the dissenters.

Unless one of the Directors specifically requests a

meeting, the decisions of the Board of Directors may

further be taken as per article 390 of the Turkish

Commercial Code by obtaining written consents of at

least majority of the full number of members for a

written motion issued in the form of a Board decision by

any one of Directors on a specific topic. Validity of the

Board decisions is subject to their being duly written and

signed.

Minutes of Board Decisions :

Article: 32 -

Minutes of Board Decisions:

Article: 32 -

At Board meetings, members are entitled to require

from those persons who are under the duty of

representation and conducting the Bank’s business,

information concerning the conduct of business or

certain matters. The Board of Directors may order the

In meetings of the Board of Directors, the Directors are

entitled to request information and explanations about

the progress of business or about particular affairs from

all and any persons authorized to represent the Bank and

to conduct businesses of the Bank. The Board of


presentation of books or files to it. Members of the

Board of Directors may not participate in the discussion

of matters concerning their personal benefit or the

benefit of their relatives shown in article 349 of the

Turkish Commercial Code. In case such a matter

becomes the subject of a Board discussion, the

concerned member is required to inform the Board of

his connection and have the same recorded in the

minutes of that meeting, or, in the case of Article 330

paragraph 2, on the paper bearing the motion. Any

member who violates these provisions is obliged to

indemnify the damage caused to the Bank by the

transaction with which he was concerned. The relevant

provisions of the Banking Code are reserved.

The members of the Board of Directors may not,

personally or indirectly, in their own name or in another

person’s name, enter a commercial transaction with the

Bank which falls under the Bank’s scope of business.

Article 335 of the Turkish Commercial Code on the

restriction of competition and the provisions of the

Banking Code are reserved.

Directors may even decide to request submission and

delivery of books and files to it.

The Directors are not permitted to take part in

negotiation of any matters concerning their own

personal interests or interests of their relatives as

described in article 393 of the Turkish Commercial

Code. Upon inclusion of such a matter in the agenda, the

relevant Director is under obligation to report his

conflict of interest to the Board of Directors and to have

such conflict of interest recorded in the meeting minutes.

Upon occurrence of the event mentioned in 4th

paragraph of article 390 of the Turkish Commercial

Code, the event is written in the document of proposal.

Any Director acting in conflict with the rules envisaged

in the preceding paragraph is under obligation to

indemnify and hold the Bank harmless from all kinds of

losses that may be suffered by the Bank due to such

conflict of interest. The pertinent provisions of the

Banking Law are, however, reserved.

Unless and until they are permitted to do so by a

decision of the General Assembly of Shareholders,

members of the Board of Directors cannot directly or

indirectly enter into any commercial or trading relation

with the Bank within the fields of business of the Bank

in their own name or in the name of third parties. The

provisions of article 396 of the Turkish Commercial

Code pertaining to non-competition, and relevant

provisions of the Banking Law are, however, reserved.

The Duties and Powers of the Board of Directors:

Article: 33 -

The Duties and Powers of the Board of Directors:

Article: 33 -

The duties, powers and responsibilities of the Board of

Directors are subject to the principles determined by the

provisions of the Turkish Commercial Code, the

Banking Code and these Articles of Association. The

Board of Directors is authorised to decide on matters

which fall outside the decision making power of the

General Assembly, to absolutely use the powers of

settlement, release of debt, arbitration and waiver and to

decide on matters which fall or are left outside the

powers of the Credit Committee and the General

Manager or person fulfilling such duty.

In this respect, the Board of Directors has the powers to:

I- Prepare and certify an internal regulation depicting

which matters in the management of the Bank shall be

attended to by the General Manager or person fulfilling

such duty and which matters require a decision of the

Credit Committee or the Board of Directors and how the

internal affairs of the Bank shall be regulated;

II- Carry out transactions not prohibited by the law or by

Duties, powers and responsibilities of the Board of

Directors are subject to and governed by the principles

set forth in the Turkish Commercial Code, Capital

Markets Law and Banking Law pertaining thereto, and

the provisions of this Articles of Association, and the

Board of Directors is authorized to take decisions on all

and any matters other than the matters specifically

requiring a decision of the General Assembly of

Shareholders, and to absolutely use its powers of

settlement, release, arbitration and waiver, and to decide

on topics which are left outside the limits of

authorization of the Credit Committee and other

committees and General Manager or any other executive

in his position.

Accordingly, the Board of Directors is authorized:

I- to prepare, issue and approve an internal bylaws

showing which affairs relating to the administration of

the Bank may be decided by the General Manager or any

other executive in his position, and which affairs may be

performed under decisions of the Credit Committee and


these Articles of Association, regarding disposing of

real property; to administer all movable and immovable

property within the Bank’s disposal;

III- Prepare the financial tables of the Bank, in

compliance with the provisions of the Banking Code;

IV- Delegate to the Credit Committee or to the General

Manager powers which it deems necessary for the

management of the Bank, provided such delegation

remains within the limits of the Banking Code;

V- Keep the books shown in article 325 of the Turkish

Commercial Code; to prepare previous business year’s

balance sheet in due time in accordance with the

Turkish Commercial Code and the Banking Code and to

present the same to the inspection of the shareholders at

least fifteen days before the General Assembly; to

prepare the book shown in article 326 of the Turkish

Commercial Code;

VI- Prepare the annual report depicted in article 327 of

the Turkish Commercial Code and to convoke the

General Assembly in time and in accordance with the

law and the procedural requirements and to carry out the

necessary transaction therefor;

VII- Examine, determine and, in accordance with article

328 of the Turkish Commercial Code, appoint to

permanent positions of employees and servants at least

once a year and in accordance with articles 342, 343 and

345 of the same Code, appoint General Manager and

Managers for terms which exceed that of the Board of

Directors;

VIII- Carry out with care, various duties conferred upon

it by these Articles of Association, the Turkish

Commercial Code, the Banking Code and other

legislation;

IX- Pledge movable and immovable property of the

Bank.

The Board of Directors may carry out such tasks itself

or may delegate all or parts of it, as it deems

appropriate, to the Credit Committee, the Managing

Director, to the General Manager, or to committee or

commissions which it is empowered to form under these

Articles of Association.

other committees or the Board of Directors, and how the

internal affairs of the Bank will be conducted; and

II- to perform all and any transactions relating to real

properties and estates which are not clearly prohibited

by the applicable laws or by this Articles of Association,

and to manage all and any movable and immovable

assets and properties under the control and disposition of

the Bank; and

III- to prepare and issue the Bank’s financial statements

in accordance with provisions of the Banking Law; and

IV- to delegate to the Credit Committee and other

committees and the General Manager all and any powers

deemed fit and necessary for administration of the Bank,

within the frame of provisions of the Banking Law; and

V- to keep the books listed in article 375 of the Turkish

Commercial Code, and to issue the balance sheet of the

past accounting year within certain periods of time in

accordance with provisions of the Turkish Commercial

Code and the Banking Law, and to present the balance

sheet to inspection of shareholders no later than fifteen

days prior to the annual ordinary meeting of the General

Assembly of Shareholders; and

VI- to issue the yearly report mentioned in article 375 of

the Turkish Commercial Code, and to timely call the

General Assembly of Shareholders for meetings and to

complete the required preparations in accordance with

procedural and substantive law provisions pertaining

thereto; and

VII- to review and determine the staff positions of

officers and servants at least once a year and to appoint

officers and servants pursuant to article 375 of the

Turkish Commercial Code, and to appoint and dismiss

General Manager and other Managers even for a term of

office in excess of the term of office of the appointing

Board of Directors; and

VIII- to duly and diligently perform all other duties and

services vested in the Board of Directors by the Turkish

Commercial Code, the Banking Law and other

applicable laws and this Articles of Association; and

IX- to pledge or mortgage the movable and immovable

assets and properties of the Bank.

Without prejudice to provisions of article 375 of the

Turkish Commercial Code, the Board of Directors may

perform all and any of these duties either directly or may

delegate all or some of these duties, deemed possible

and feasible, to the Credit Committee or other


committees, executive directors or to committees or

commissions it is authorized to appoint as per the

provisions of this Articles of Association, or to the Bank

General Manager.

Managing Director:

Article: 34 -

Managing Director:

Article: 34 -

The Board of Directors may delegate parts of its powers

and authorities, the management of the Bank’s business

and the implementation of its resolutions, to one or

several of its members who shall be called “Managing

Directors”. Where there are more than one Managing

Directors, they shall reach their decisions by majority of

votes. The duties, authorities and fees to be given to

Managing Directors shall be determined by the Board of

Directors and such fees shall be included in general

expenses.

The Board of Directors may delegate some of its powers

and authorizations to any one or more of its members, or

may empower any one or more of its members to

manage the business of the Bank and to enforce the

decisions of the Board of Directors, and members

appointed as such are called “Executive Directors”. If

the Executive Directors are numerous, they take their

decisions by majority vote. Duties and powers to be

delegated and fees to be paid to the Executive Directors

are determined by the Board of Directors, and these fees

are debited to the general expenses of the Bank.

Non-transferrable duties and powers mentioned in article

375 and other articles of the Turkish Commercial Code

are, however, reserved.

Credit Committee :

Article: 38 -

Credit Committee and Other Committees:

Article: 38 -

The power to open credits lies with the Board of

Directors. The Board of Directors may transfer such

power to the credit committee or the general

management, under the rules and procedures to be

determined by the Bank Regulation and Supervision

Agency. The formation and working and decision

making procedures of the credit committee are

determined by the same board.

The Board of Directors is authorized to make credit

facilities available. The Board of Directors may delegate

this authorization to credit committee or general

management within the frame of principles and

procedures to be determined by the Banking Regulation

and Supervision Board. Composition and working and

decision making principles of the Credit Committee are

also determined by the Banking Regulation and

Supervision Board.

Composition and working and decision making

principles of other committees required to be established

pursuant to pertinent provisions of the Banking Law, the

Capital Markets Law and the Turkish Commercial Code

will be governed by the relevant legislative instruments.

Auditors:

Article: 39 -

Internal Auditor:

Article: 39 -

Minimum two auditors are elected by the General

Assembly for a maximum of three years from among

persons who may or may not be shareholders, in order

to fulfill the duty of auditing in compliance with these

Articles of Association and legislation.

a) Where two auditors are elected, both auditors, where

more are elected, one more than half of the auditors

must be of Turkish nationality.

b) Where there are more than one auditors, they form a

committee.

The Bank will be audited by an internal auditor to be

elected on yearly basis by the General Assembly of

Shareholders from among the persons bearing the

qualifications specified in the pertinent provisions of the

Turkish Commercial Code.

Internal auditor is announced in the Turkish Trade

Registry Gazette and the internet website of the Bank.

Internal auditor is dismissed according to the pertinent

provisions of the Turkish Commercial Code. The

provisions of article 399(2) of the Turkish Commercial



c) Auditors whose term of office expire, may be re-

elected. Auditors may not be elected simultaneously as

members of the Board of Directors; nor may they be

employees of the Bank. Members of the Board of

Directors whose terms of office expire, may not be

elected as auditors until they are discharged by the

General Assembly.

d) Ascendants or descendants, wife or husband and

relations by blood or affinity to third degree (such

degree included) of members of the Board of Directors

may not be elected as auditors. If such persons have

been so elected, they are obliged to make their situtation

known and resign.

e) The General Assembly may at any time remove

auditors and appoint other persons in their position.

Auditors elected from among shareholders may not ask

for indemnification due to such removal.

f) Where the term of office of an auditor is terminated

due to death or resignation or inability to perform duties

due to an impediment, bankruptcy or interdiction or

where an auditor is convicted to heavy imprisonment or

by crimes of counterfeiting, breach of trust, theft or

fraud, the other auditors elect a person in his place to

serve until the next General Assembly.

g) The appointment and removal of auditors shall be

immediately registered at the Commercial Registry and

announced in accordance with Article 37 of the Turkish

Commercial Code.

h). Auditors may not reveal to third persons or

shareholders, information which they have obtained

while carrying out their duties.

i) Auditors are jointly and severally liable for damages

caused by nonfulfillment or insufficient fulfillment of

the duties given to them by law or the Articles of

Association; unless they prove their inculpability. Such

liability is subject to articles 309 and 341 of the Turkish

Commercial Code.

Fee payable to internal auditors will be determined by a

contract to be signed with internal auditor every year.

Duties, powers and responsibilities of and other matters

relating to internal auditors shall be governed by the

relevant provisions of the Turkish Commercial Code and

the Capital Markets Law.

Duties of Auditors :

Article: 40 -

Duties of Auditors:

Article: 40 -

The duty of auditors is to audit the business and

transactions of the Bank in accordance with the relevant

provisions and requirements of the Turkish Commercial

Code. Where auditors observe acts of the Chairman or

members of the Board of Directors, members of the

Credit Committee, managers and employees of the Bank

that violate the law or the Bank’s Articles of

Association, they are obliged to mention such acts in a



report addressed to the General Assembly of the Bank

which they shall prepare based on documents.

Compliance With Corporate Governance Principles:

Article: 40 -

-

The Bank will comply with the Corporate Governance

Principles issued as mandatory principles by the Capital

Markets Board. Transactions performed and decisions of

the Board of Directors taken in conflict with these

mandatory principles are invalid and are deemed to be

contradictory with this Articles of Association.

In all material transactions for the purposes of

implementation of the Corporate Governance Principles

and in all material related party transactions of the Bank,

the Bank will comply with the corporate governance

guidelines and regulations of the Capital Markets Board.

Number and qualifications of independent members of

the Board of Directors are to be determined in

accordance with the corporate governance guidelines

and regulations of the Capital Markets Board.

Duties of Auditors:

Madde: 41 -

Duties of Auditors:

Article: 41 -

Auditors are required to give a report to the General

Assembly at the end of every year containing their

opinion on the state and condition of the Bank, the

report of the Board of Directors concerning the

distribution of profit and the balance sheet and other

accounts prepared by the Board of Directors. Without

such report the General Assembly may not come to a

resolution on the balance sheet. In case auditors learn of

any deficiencies or malpractice or acts in violation of

law or the Articles of Association, concerning the

management of the Bank, they are required to report the

same to the superiors of the persons who are liable and

to the Chairman of the Board of Directors and in

important cases, to the General Assembly.

Other than the annual reports to be prepared to the

General Assembly, the auditors are required to prepare a

report after the beginning of the year at such times as

the legislation may provide, on the state of the Bank vis-

a-vis such law and other legislation and to submit such

report to the Bank’s Board of Directors and the

authority shown in the legislation, in the month

following the period such reports refer to.


Duties of Auditors :

Article: 42 -

Duties of Auditors:

Article: 42 -

Auditors are required to call an extraordinary General

Assembly in case of essential and urgent reasons. Deleted from the Articles of Association.

Duties of Auditors:

Article: 43 -

Duties of Auditors:

Article: 43 -

Each shareholder may apply to auditors against Deleted from the Articles of Association.


members of the Board of Directors or managers of the

Bank. Auditors are obliged to make inquiries concerning

such application. If, as a result of the inquiry, it is

verified that the subject of complaint constitutes the

truth, such fact shall be written in the annual report of

the auditors.

Where the applicants own shares representing at least

one twentieth of the issued capital, the auditors are

obliged to include in their report their ideas and opinion

on such application and where they deem necessary, to

immediately convoke an extraordinary General

Assembly.

Shareholders, who make an application to the auditors

under the second paragraph, are required to deposit the

amount of shares shown above as pledge at a reliable

bank. Such shares shall remain with the bank until the

end of the first General Assembly.

Duties of Auditors:

Article: 44 -

Duties of Auditors:

Article: 44 -

The General Assembly may appoint special auditors for

the examination and inspection of certain matters.

Shareholders who are proven to have held shares

equivalent to at least one twentieth of the issued capital

for not less than six months before the date of the

General Assembly and who claim that in the last two

years an abuse has occurred concerning the

incorporation of the company or its management or an

act of gross violation of the Articles of Association has

taken place, may demand the General Assembly to

appoint special auditors for the inquiry of the same or of

the correctness of the balance sheet. If this demand is

rejected, such shareholders have the right to make an

application to court provided that they pay the necessary

costs in advance and deposit the shares they hold to a

reliable Bank to be held as pledge until the end of the

case.

In order for such application to be upheld by the court,

sufficient evidence and indication on the claimed issues

must be furnished. In case the court rejects such

application or finds, as a result of the inquiries, that the

claim is not valid, shareholders who are proven to have

acted in bad faith shall be jointly and severally liable for

the damages thus caused to the Bank. Where the

demand for the appointment of special auditors is

rejected by the court or it is understood from the

auditors’ report that such demand was not based on just

cause, shareholders who are proven to have acted in bad

faith are jointly and severally liable for the damages

thus caused to the Bank.


Duties of Auditors: Duties of Auditors:


Article: 45 - Article: 45 -

Where the General Assembly decides to start an action

against the Board of Directors, such decision shall be

carried out by the auditors.


Duties of Auditors:

Article: 46 -

Duties of Auditors:

Article: 46 -

Auditors may be present at meetings of the Board of

Directors provided that they do not vote or participate in

the discussions. They may also have included issues

which they deem necessary in the agenda of the Board

of Directors or ordinary or extraordinary General

Assembly meetings.


Auditors’ Fees:

Article: 47 -

Auditors’ Fees:

Article: 47 -

Auditors shall be given a monthly or annual fee to be set

by the General Assembly.


General Management:

Article: 49 -

General Management:

Article: 49 -

Members of the Board of Directors are not liable for

damages caused by the General Manager. However,

provisons of article 346 of the Turkish Commercial

Code concerning appointment of unqualified general

managers, tolerance of damaging acts and transactions

of managers, authorisation by the Board of Directors on

matters which the Board of Directors has no

authorisation, are reserved.

Members of the Board of Directors cannot be held liable

for the damages and losses caused by General Manager.

Providing, however, that provisions of article 553 of the

Turkish Commercial Code pertaining to appointment of

incompetent managers, or tolerance shown to harmful

acts and transactions of managers, or authorization of

managers for topics and matters which are indeed not

within the limits of authorization of the Board of

Directors are reserved.

General Assembly:

Article: 59 -

General Assembly:

Article: 59 -

Article 368 of the Turkish Commercial Code shall not

apply to the Bank’s shares in the ordinary or

extraordinary convocation of the General Assembly.

The General Assembly of Shareholders meets for

ordinary (regular) and extraordinary (special) meetings

subject to pertinent provisions of the Turkish

Commercial Code and the capital markets legislation.

Shareholders’ Voting Right:

Article: 63 -

Shareholders’ Voting Right:

Article: 63 -

a) Shareholders have as many votes at the General

Assembly as the number of shares they hold.

b) Where voting shares are owned by more than one

person, such shares may not be divided against the

Bank; such shareholders may use their voting right only

through a representative.

c) No shareholder who has a right to vote may use his

vote at discussions concerning a personal affair or case

between him/her or his/her spouse or ascendants and

descendants and the Bank. Persons who have

participated in any way in the carrying out of the Bank’s

affairs may not use their voting right in resolutions

concerning the discharge of members of the Board of

Directors.

a) Shareholders use their voting rights in proportion to

total nominal value of their shares pursuant to article

434 of the Turkish Commercial Code.

b) If a share certificate giving the right to vote is owned

by more than one person, the share certificate cannot be

divided towards the Bank, and such shareholders may

use their votes only through a proxy of them.

c) None of the shareholders can use his/her voting rights

on personal matters or on lawsuits and legal proceedings

between himself/herself or his wife/her husband or

his/her ascendants and descendants on one side and the

Bank on the other side, nor can those who have by any

means been involved in the Bank’s affairs or businesses

use their voting rights on decisions relating to release of

the Directors.


Representation :

Article: 64 -

Representation:

Article: 64 -

Shareholders use their rights concerning the affairs of

the Bank, such as appointing organs, approving

accounts or distributing capital, at the General

Assembly.

a) At General Assemblies, shareholders may use such

rights personally or through other shareholders.

All restrictions and conditions provided by the

legislations including those on persons who may vote as

proxy at general assemblies and the number of votes a

representative may represent, are reserved.

b) Right of representation for registered shares must be

given in writing. The form thereof shall be determined

and announced by the Board of Directors.

c) The right to vote is vested in the owner of the share.

Provided that the power of representation is written on a

separate certificate, a person with representational

power possessing the share, may use the voting right in

place of the owner.

d) The regulations of the Capital Market Board on

voting by proxy are reserved.

e) Voting right of a share on which a right of usufruct is

constituted, is used by the person to whom the right of

usufruct is granted.

Shares may not be given to others for the voting right to

be exercised at the General Assembly with the purpose

of evading a restriction concerning voting rights.

Any shareholder may lodge a complaint with the Board

of Directors against the participation of unauthorised

persons at the General Assembly or provide for such

complaint to be written in the minutes.

Where persons unauthorised to take part in a General

Assembly, participate in a resolution, any shareholder

may claim the annullment of such decision from the

court, regardless of whether such shareholder has

previously opposed the resolution. However, such claim

shall be rejected if the defendant Bank proves that such

participation has no effect on the resolution.

Shareholders use their rights pertaining to the Bank’s

affairs and businesses, such as appointment of members

to the Bank’s bodies, or approval of the Bank’s

accounts, or distribution of the Bank’s profit, in the

meetings of the General Assembly of Shareholders.

(a) A shareholder may use his voting rights in the

meetings of the General Assembly of Shareholders

either directly himself, or indirectly through a proxy to

be appointed from among other shareholders or from

outside.

All limitations and conditions specified in the applicable

laws with respect to voting by proxy, including, but not

limited to, persons authorized to vote as a proxy in the

meetings of the General Assembly of Shareholders, and

number of votes usable by one proxy, are reserved.

(b) Representation power relating to registered share

certificates must be given in writing. Format of this

writing will be determined and announced by the Board

of Directors.

(c) Voting right belongs to the holder of share. However,

a possessor authorized to represent may also use the

voting right in place of the holder, providing that the

representation power is granted by a separate document.

(d) Regulations and guidelines of the Capital Markets

Board pertaining to voting by proxy are, however,

reserved.

(e) Voting right arising out of a share certificate

restricted by a beneficial interest is used by the holder of

beneficial interest.

Delivery of share certificates to a third party for use of

voting rights in the meetings of the General Assembly of

Shareholders, with a view to neutralizing any one of

restrictions or limitations on voting rights is

unacceptable.

Each of shareholders may raise an objection to the

Board of Directors against participation of non-eligible

persons in a meeting of the General Assembly of

Shareholders, and may further have his objections

recorded in the meeting minutes of the General

Assembly of Shareholders

If persons non-eligible for participation in a meeting of

the General Assembly of Shareholders have already

voted in a decision taken therein, each of shareholders

may, even if he has not previously objected against it, go


to the competent court for nullification of such decision;

providing, however, that such claim of nullification is

dismissed if the Bank proves that their votes have not

been effective on the decision.

Persons eligible for participation in meetings of the

General Assembly of Shareholders of the Bank may

participate in these meetings via electronic media as well

pursuant to article 1527 of the Turkish Commercial

Code. Pursuant to the Regulation on General Assembly

Meetings of Joint-Stock Companies To Be Held via

Electronic Media, the Bank may either establish an

electronic general assembly system enabling the right-

owners to participate, express their comments and

opinions, raise proposals and motions, and vote in

meetings of the General Assembly of Shareholders via

electronic media, or purchase service from already

existing systems established to this end. In all meetings

of the General Assembly of Shareholders, the right-

owners and their representatives and agents are enabled

to use their rights arising out of the provisions of the

aforementioned Regulation, through the system

established as above.

Entrance Cards:

Article: 65 -

Right to Participate in Meeting:

Article: 65 -

In order for the majority to be determined, shareholders

who shall be present at the General Assembly shall, in

accordance with the provisions of the Turkish

Commercial Code, the Capital Market Law and other

relevant legal rules, present the Bank with share

certificates which they own or represent or other

documents which prove the same and obtain an entrance

card showing the number of shares and votes.

If a quorum can not be reached at the first meeting, such

cards shall remain to be valid for the second meeting.

However, owners of registered shares recorded in the

share registry are reserved the right to directly

participate in the General Assembly.

All shareholders named in the list prepared by the Board

of Directors will have the right to participate in meetings

of the General Assembly of Shareholders.

The list of persons eligible for participation in meetings

of the General Assembly of Shareholders is to be signed

by natural person shareholders by submitting their

identity document, or by legal entity shareholders by

submitting identity documents and authorization

certificates of persons authorized to represent and bind

the legal entity shareholder. Proxies intending to

participate in a meeting of the General Assembly of

Shareholders by proxy to natural person or legal entity

shareholders are further liable to submit their powers of

attorney as well.

List of Shareholders :

Article: 66 -

List of Attendants:

Article: 66 -

A list showing the names, surnames and number of

shares of shareholders, agents or representatives who

shall be present at the General Assembly meeting shall

be prepared and following certification by the

Chairman, shall be posted at a place which can be seen

by the shareholders before the commencement 23

of the meeting and a copy thereof shall be given to the

secreteriat of the General Assembly.

The list of persons eligible for participation in meetings

of the General Assembly of Shareholders, prepared by

the Board of Directors, is signed by the shareholders or

their proxies present in the meeting, and by meeting

chairman and representative of the Ministry, and is then

termed as the list of attendants.

Chairman, Secretary, Vote Collectors, List of

Attendants :

Article: 67 -

Chairman, Secretary, Vote-Collectors and List of

Attendants :

Article: 67 -

The Board of Directors shall take necessary precautions The Board of Directors takes the required actions in


for the calling of the shareholders to meeting and to

determine whether they have the right to participate in

the discussions and to use their voting rights. The Board

of Directors shall also provide for minutes to be kept in

order to record the resolutions reached, elections held

and statements made by shareholders.

Chairman of the Board of Directors shall preside the

meetings of the General Assembly. In case the

Chairman is not present, such duty shall be carried out

by the deputy chairman and where the latter is not

present, the General Assembly shall elect a person to

preside the meeting.

The duty of the chairman is to provide for the

deliberations to take place in an appropriate manner and

in due procedure and the minutes to be kept in

accordance with law and these Articles of Association.

Two shareholders who are present at the meeting and

who represent the highest number of shares shall

exercise the duty to collect the votes. In case such

persons do not accept this duty, such duty shall be

proposed to subsequent shareholders and carried out by

those who accept it.

The secretary of the General Assembly shall be elected

and appointed by the Chairman and vote collectors,

from among the shareholders or others.

A list showing names, local domiciles, shares and

number of votes of shareholders, agents or

representatives attending meetings of the General

Assembly shall be ratified by those who are present and

preserved as attached to the minutes and be produced to

concerned persons upon demand.

order to determine whether the shareholders are required

to be called to the meeting and have the right to

participate in discussions and to use voting rights therein

or not. The Board of Directors further ensures that

meeting minutes are kept in order to record the decisions

taken and the elections made and the statements of

shareholders therein.

Meetings of the General Assembly of Shareholders are

chaired by President of the Board of Directors. In

absence of President, the meeting is chaired by Vice

President. In absence of Vice President as well, the

meeting chairman is elected by the General Assembly of

Shareholders.

It is the duty of meeting chairman to ensure that

negotiations and discussions are duly managed and

handled, and meeting minutes are kept in accordance

with pertinent provisions of laws and this Articles of

Association.

The meeting chairman appoints a secretary and if

deemed necessary a vote-collector to form the

chairmanship committee of meeting.

A list showing the names and residence addresses, and

shares and votes of shareholders or their proxies or

agents present in the meeting of the General Assembly

of Shareholders is issued, and after approved by those

present in the meeting, this list is attached to the

meeting minutes and is submitted to relevant persons

upon demand.

Powers of the General Assembly :

Article: 69 -

Powers of General Assembly:

Article: 69 -

The powers of the General Assembly are the following:

a) to decide on matters which fall outside the

competence of the Board of Directors;

b) to give special permissions to the Board of Directors

and to designate the conditions thereof and to determine

the manner in which the Bank’s affairs shall be

managed;

c) to accept or reject or to decide, through deliberations,

for the re-preparation of the reports of the Board of

Directors and auditors on the Bank’s affairs, the balance

sheet, the profit and loss account and inventory; to

discharge the Board of Directors or to decide on their

liability; to decide on depreciations, to set the dividends;

to elect members of the Board of Directors and auditors,

and where it deems necessary, to remove such persons

Powers of the General Assembly of Shareholders are:

(a) To discuss and decide all and any topics outside the

limits of authorization of the Board of Directors; and

(b) To grant special permissions and consents to the

Board of Directors, and determine the conditions

thereof, and regulate the method of management of

business of the Bank; and

(c) To approve or disapprove the reports to be issued by

the Board of Directors and the internal auditors about

business of the Bank, and the balance sheet, profit &

loss statement and book of assets, or to order re-issuance

of them, and to release the Board of Directors or to

decide to hold the Board of Directors liable, and to

decide on depreciations, and to determine the dividend

shares, and to appoint or if deemed necessary, dismiss


and appoint others in their place; to set the amount of

fees, salaries and allowances to be given to the members

of the Board of Directors and auditors;

d) to decide whether or not to give permission on

matters, concerning which members of the Board of

Directors are required to personally demand permission

in the first place.

and replace the members of the Board of Directors and

the internal auditors, and to determine and fix the fees,

wages and remunerations payable to the members of the

Board of Directors; and

(d) To decide whether to give permission or not on

topics for which a personal permission is required to be

taken by the members of the Board of Directors.

Provisions of article 408 of the Turkish Commercial


Discharge:

Article: 72 -

Discharge:

Article: 72 -

The profit and loss account, balance sheet, annual report

and proposals on the distribution of net profit together

with the report of auditors, shall be kept at the

shareholders’ disposal at the headquarters and branches

of the Bank at least fifteen days before the date of the

ordinary meeting of the General Assembly.

The profit and loss account, balance sheet and annual

report shall be kept at the shareholders’ disposal for one

year following the meeting. Each shareholder may

request a copy of the profit and loss account and the

balance sheet.

The examination of the commercial books and

correspondence of the Bank is only permitted by an

explicit authorisation of the General Assembly or a

decision of the Board of Directors. No shareholder is

entitled to learn the business secrets of the Bank except

those which are learnt from books and documents

permitted to be examined. Each shareholder is obliged

to always preserve the secrets of the Bank regardless of

the way in which they have been obtained, even after

termination of right of shareholdership. Shareholders

who do not comply with this obligation are liable to the

Bank for damages caused and shall be subject to

prosecution under article 363 of the Turkish

Commercial Code.

Such right may not be restricted or eliminated by a

decision of an organ of the Bank.

Profit and loss statement, balance sheet, yearly report

and proposals on the method of distribution of net profit,

as well as the audit report, are kept ready and available

for inspection by shareholders in the head offices and

branches of the Bank no later than fifteen days prior to

the annual ordinary meeting of the General Assembly of

Shareholders.

Profit and loss statement, balance sheet and yearly report

remain ready and available for inspection by

shareholders for a period of one year following the date

of annual ordinary meeting. Each shareholder may

request a copy of profit and loss statement, and balance

sheet.

The Bank’s commercial books and correspondences may

be inspected only with a clear consent and permission of

the General Assembly of Shareholders or upon a

decision of the Board of Directors. Except for the secrets

that may be learned from the books and documents

permitted to be inspected, none of the shareholders is

authorized to learn the business secrets of the Bank.

Each shareholder is under obligation to keep at all times

in strict confidence all of the business secrets of the

Bank, which have come to his knowledge by any means

or ways whatsoever, even if he subsequently loses his

shareholding rights. Any shareholder who breaches this

confidentiality obligation will not only be held liable to

indemnify and hold the Bank harmless from all of the

resulting damages, but also be prosecuted upon a

complaint of the Bank.

This right cannot be eliminated or restricted by a

decision of any one of the bodies of the Bank.

Amendment of the Articles of Association:

Article: 75 -

Amendment to Articles of Association:

Article: 75 -

General Assembly meetings held for the matters set out

in the second and third paragraphs of article 388 of the

Turkish Commercial Code, shall be subject to the

meeting quorum set out in article 372 of the Turkish

Commercial Code. However, a majority of sixty seven

Decisions on amendments to the Articles of Association

are governed by the pertinent provisions of the Turkish

Commercial Code. The provisions of the Capital

Markets Law are also reserved.


percent of shareholders attending the General Assembly

is required for an amendment of article 82 of the

Articles of Association concerning the distribution of

profit.

Articles 385, 386 and 390 of the Turkish Commercial

Code and the relevant provisions of the Banking Code

are reserved.

Provided, however, that article 82 of the Articles of

Association pertaining to distribution of profit may be

amended only by affirmative vote of at least sixty-seven

percent of shareholders present in the relevant meeting

of the General Assembly of Shareholders.

Provisions of articles 452, 453 and 455 of the Turkish

Commercial Code and relevant provisions of the

Banking Law are, however, reserved.

Manner of Voting:

Article: 76 -

Manner of Voting:

Article: 76 -

At General Assembly meetings votes shall be given by

raising hands. However, it is mandatory to have voting

by secret ballot upon the demand of persons holding one

tenth of capital represented by the attending

shareholders.

Votes used by proxy are subject to the regulations of the

Capital Market Board.

In meetings of the General Assembly of Shareholders,

the votes are used by show of hands. As for the

shareholders participating in a meeting via electronic

media, the provisions as to electronic general assembly

meetings are reserved. However, balloting is essential

upon demand of holders of at least one-tenth of the

capital represented by the shareholders present in the

meeting.

Votes used by proxy shall be governed by pertinent

provisions of the Capital Markets laws and regulations.

Distribution of Net Profit:

Article: 82 -

Distribution of Net Profit:

Article: 82 -

A- The net profit of the Bank is the amount remaining

after the deduction from the income obtained from

transactions in a financial period of all sorts of

expenses, depreciation costs, provisions, interest

payments, commissions, all expenses such as

salaries, remunerations, bonus payments, travel

allowances resolved to paid to all employees of the

Bank including the Board of Directors and

managing Directors; all other expenses made for the

management and continuation of the Bank’s affairs

and transactions, all payments made for social and

charitable purposes, damages and indemnities payed

due to contracts or court decisions or by order of

law. After the deduction of financial liabilities, the

following allocations should be made from the net

profit:

B- As a first allocation,

a) 5% shall be allocated to the legal reserve,

b) 5% of the paid in capital shall be allocated to

shareholders as the first dividend.

C- After the allocation of the percentages shown in

paragraph (B), an amount not to exceed 2% shall be

evenly allocated and paid to the Chairman and

members of the Board of Directors.

D- The power to partially or wholly distribute the

remaining profit to shareholders or to transfer the

same to extraordinary reserves, lies with the General

A- Net profit of the Bank is equal to the gross income

of operations of the Bank in an accounting period,

minus all kinds of expenses, depreciations,

provisions, paid interests and commissions, and

wages, fees, bonuses, travel allowances and all other

types of moneys decided to be paid to all employees

of the Bank, also including the members and

executive directors of the Board of Directors, and all

other types of costs incurred for management and

maintenance of businesses and affairs of the Bank,

and all social and charitable payments of every kind,

and indemnities paid for damages and losses

according to a contract or by virtue of a court

judgment or law provisions and requirements. After

deduction of all legal liabilities, out of this net

profit:

B- As initial separations:

a) 5% of net profit is allocated to legal reserves; and

b) an amount equal to 5% of the paid capital is

allocated to shareholders as the first dividend.

C- Maximum 2% of the balance remaining after setting

aside the reserves and dividends mentioned in

paragraph (B) hereinabove is allocated and paid

equally to President and Members of the Board of

Directors.

D- The General Assembly of Shareholders is authorized


Assembly.

E- Furthermore, according to article 466 paragraph 2

subparagrah 3 of the Turkish Commercial Code,

after the allocation of the legal reserve provided for

in article 466 paragraph 1 and the payment of the

5% dividend to shareholders, a second division

consisting of one tenth of the amount resolved to be

distributed to shareholders and other persons

entitled to participate in the profit, shall be allocated

to legal reserves.

No profit may be distributed unless the legal reserves

and optional reserves and other sums to be allocated

under the provisions of the law and the Articles of

Association are allocated from the net profit.

to decide to distribute the remaining profit fully or

partially to shareholders or transfer the same to

extraordinary reserves.

E- Furthermore, pursuant to sub-paragraph C of 2nd

paragraph of article 519 of the Turkish Commercial

Code, after deduction of not only the general legal

reserves mentioned in 1st paragraph of article 519 of

the Code, but also a profit share of 5% for the

shareholders, from net profit, one-tenth of the

portion decided to be distributed and allocated to

shareholders and other persons sharing the profit

will be allocated as the second separation to the

general legal reserves.

Profit share cannot be distributed unless and until legal

reserves and optional reserves and other moneys

required to be reserved pursuant to the laws and this

Articles of Association are fully set aside from net

profit.

Dissolution and Liquidation:

Article: 93 -


Article: 93 -

The Board of Directors may call the General Assembly

to discuss the dissolution and liquidation or the

continuation of the Bank. At such General Assembly

meetings, a quorum of shareholders representing in

person or in proxy at least three quarters of the Bank’s

capital must be present and two thirds of the votes must

be obtained for the validity of decisions taken at such

meetings.

.

The Board of Directors may call the General Assembly

of Shareholders for a meeting in order to discuss and

negotiate the initiation or continuity of process of

dissolution and liquidation of the Bank for any reason

whatsoever. In these meetings of the General Assembly

of Shareholders, affirmative vote of shareholders

representing at least three-forth of the capital of the

Bank by person or by proxy is essential.


Article: 94 -


Article: 94 -

The Bank is dissolved upon the occurrence of one of the

grounds listed in article 434 of the Turkish Commercial

Code. Apart from that the Bank may be dissolved by a

resolution of the General Assembly in accordance with

the law.

The Bank is dissolved upon occurrence of any one of the

causes listed in article 529 of the Turkish Commercial

Code or by a court judgment. In addition, the Bank may

be dissolved also by a decision of the General Assembly

of Shareholders in accordance with the relevant laws.

Announcements:

Article: 100 -

Announcements:

Article: 100 -

Announcements which are required to be made with

regard to the application of these Articles of Association

shall be made in the Gazette written in article 37 of the

Turkish Commercial Code and those which are required

by the Banking Code to be made in the Official Journal

shall be made in the aforementioned Journal. Those

announcements which are deemed or rendered necessary

by the Board of Directors or the General Assembly or

the Banking Code shall further be made in a daily

newspaper published at the place where the Bank has its

headquarters.

All announcements shall comply with the Capital

Market Law and the relevant provisions of legislation.

Out of the advertisements required to be published by

the Bank in the course of implementation of this Articles

of Association, the advertisements required to be

published in the Gazette mentioned in article 35 of the

Turkish Commercial Code, and the advertisements

required to be published in the Official Gazette in

certain cases as specified by the Banking Law will be

published in the said gazettes, and in addition, the

advertisements deemed fit by a decision of the Board of

Directors or the General Manager or pursuant to the

Banking Law will also be published in a daily

newspaper being published in the city of headquarters of

the Bank.


The advertisements shall comply with the pertinent

provisions of the Turkish Commercial Code, the Capital

Markets Law and other applicable laws.

Article: 101 - Article: 101 -

The terms

- Articles of Association

- Board of Directors

- General Manager

- Assistant General Manager

- General Assembly, General Meeting

- President and Members of the Board of Directors

- Banks Law

used in the Articles of Association have identical

meanings with

- Articles of Association

- Board of Directors

- General Manager

- Assistant General Managers

- General Assembly

- President and Members of the Board of Directors.

- Banking Law

The following table indicates the meanings of terms and

expressions used in the text of this Articles of

Association:

Articles of Association Articles of Association

Board of Directors Board of Directors

General Manager General Manager

Assistant General

Managers

Assistant General

Managers

General Assembly of

Shareholders

General Assembly of

Shareholders

President and Members

of Board of Directors

President and Members

of Board of Directors

Banking Law Banking Law

Turkish Commercial

Code

Turkish Commercial

Code

Internal Auditor Internal Auditor

Customs and Trade

Ministry

Customs and Trade

Ministry

Representative of

Ministry

Representative of

Ministry

List of Attendants List of Attendants

Chairmanship

Committee

Chairmanship

Committee

Shares Shares

Temporary Article 1;

In accordance with the new code “The Law on the

amendmend to the Turkish Commercial Code”

numbered 5274, nominal value of a share is changed to

1 New Kuruş, previously a nominal value of TL1,000.

Therefore, 10 shares each with a nominal value of TL

1,000 will be replaced by new shares with a nominal

value of 1 New Kuruş. In case the shares held by the

shareholders have a nominal value less then 1 New

Kuruş, the owners will be given receipts. If these

receipts are presented in bundles over 1 New Kuruş,

they will be replaced with shares. In relation to the

replacement, shareholders’ existing rights due to the

ownership continue to exist.

Shares with series 12,13,14,15,16,17,18 and 19 will be

merged and changed with the serial 20. In relation to the

This article is cancelled.


merger and replacement, shareholders’ existing rights

due to the ownership continue to exist.

The replacement process will be initiatited by the Board

of Directors, in line with the regulations that will be put

in place with the new registry system of the capital

market instruments.

Annex.4

INTERNAL DIRECTIVE ABOUT THE WORKING PRINCIPLES AND PROCEDURES OF THE GENERAL ASSEMBLY OF AKBANK TURK INCORPORATED

COMPANY

FIRST SECTION

PURPOSE, SCOPE, BASIS and DEFINITIONS

SCOPE and PURPOSE ARTICLE 1 - (1) The purpose of this Internal Directive is to determine the principles and procedures of Akbank

Türk Incorporation Company’s General Assembly within the framework of the law, related regulations and articles of the Articles of Association. This Internal Directive is for all the ordinary and extraordinary General Assemblies of Akbank T.A.Ş.

BASIS ARTICLE 2 - (1) This Internal Directive is prepared by the Board of Directors and it conforms to the articles of

Procedures and Principles of General Assemblies of Incorporation Companies and the Regulations about the representatives of the Ministry of Customs and Trade present at these meetings.

DEFINITIONS ARTICLE 3 - (1) Below listed terms used in this Internal Directive have the corresponding meanings;

a) Session: Expresses one day meeting of General Assembly, b) Law: Expresses 13/12/2011 dated and 6102 numbered Turkish Commercial Code, c) Session: Expresses each part which is cut due to break, lunch break or such reasons. ç) Meeting: Expresses Ordinary and Extraordinary General Assemblies. d) Meeting Board: According to Article 419, Paragraph 1 of the Law, it expresses the board

consisting of the chairman of the meeting elected by the General Assembly for conducting the meeting, the vice chairman of the meeting elected by the General Assembly, the person writing the minutes of the meeting who is nominated by the chairman of the meeting and if the chairman sees necessary, the vote collector.

SECOND SECTION

PROCEDURES AND PRINCIPLES OF THE GENERAL ASSEMBLY

MANDATORY RULES ARTICLE 4 – (1) Meeting is held according to the provisions of the Law, concerned regulations and the Articles of

Association related to the General Assembly.

ENTRANCE TO THE MEETING HALL AND PREPARATIONS ARTICLE 5 – (1) Registered shareholders whose names are on the list or their representatives, Members of Board

of Directors, Auditors, representative of the Ministry and people who will be elected or delegated as the chairman of the meeting and person or people who will deal with the technical issues in the Electronic General Assembly System and other personnel who are delegated by Akbank Türk Incorporation Company can enter the meeting hall.

(2) When entering the meeting hall, real person shareholders and according to Article 1527 of the Law, the representatives who are assigned from the Electronic General Assembly System are required to show their identity cards, the representatives of the real person shareholders are

required to show their representation documents together with their identity cards, the

representatives of the legal person shareholders are required to submit their authorization documents and should sign the part shown to them in the participants list.

(3) Preparation of the hall as all the shareholders can sit, duties such as keeping the stationery, documents, equipments needed during the meeting should be organized by the Board of Directors or the person or people delegated by the Board of Directors.

OPENING THE MEETING ARTICLE 6 – (1) The meeting will be opened in Istanbul where the headquarters of the Company is located, at the

time announced previously, by the Chairman of Board of Directors or Vice Chairman or one of the Members of Board of Directors, provided that the determined quorum is present according to Articles 418 and 421

of the Law.

CONSTITUTION OF THE CHAIRMAN OF MEETING ARTICLE 7 – (1) Chairman of the Board of Directors conducts the General Assembly Meetings. If the Chairman of

the board of Directors is not present, Vice Chairman of the Board of Directors conducts the meeting. If these people are not present, the person who will conduct the meeting will be elected by the General Assembly.

(2) At least one person will be delegated for writing the minutes, if it is found necessary, sufficient number of vote collectors is delegated. Also, in order to use the Electronic General Assembly system during the meeting, expert individuals can be delegated by the Chairman of the meeting.

(3) While the Chairman of the meeting conducts the General Assembly, he should act according to the Law, Articles of Association and this Internal Directive.

DUTIES AND AUTHORITIES OF THE CHAIRMANSHIP OF MEETING ARTICLE 8 – (1) The chairmanship of the meeting fulfills the duties defined below under the administration of the Chairman:

a) Observing, whether the meeting is held in the announced address and if it was determined in the Articles of the Association, whether the meeting hall is appropriate for this or not.

b) Observing whether the General Assembly is called as shown in the Articles of the Association and by an announcement published on the internet site and Turkish Trade Registry Gazette and whether this announcement was made two weeks before the meeting, provided that announcement and meeting days are not included to this period.

c) Checking whether the people who are not authorized for entering into the meeting, attend the meeting or not and the duties determined in Article 5, Paragraph 2 of this Internal Directive about entering into the meeting hall was fulfilled by the Board of Directors or by the person or people delegated by the Board of Directors.

ç) Determining whether or not the Articles of the Association including the amendments (if any), stock register, annual activity report of the Board of Directors, audit reports, financial tables, agenda, if there is any amendment in the Articles of the Association within the agenda, the amendment draft prepared by the Board of Directors, about the amendment in the Articles of the Association, permission letter taken from Ministry of Customs and Trade and Capital Market Board and its annexes, the participants list prepared by the Board of Directors, if the General Assembly is called due to a delay, the minutes of delay which is related with the previous meeting and other related necessary documents are present in the meeting and determine this situation in the minutes of the meeting.

d) By signing the participants list, checking the identity cards of the participants of the General

Assembly acting as principal or agent upon objection or necessity and checking the validity of representation of the documents.

e) Checking whether or not managing directors and at least one Member of Board of Directors and auditor are present at the meeting and state this in the minutes of the meeting.

f) Managing the works of the General Assembly, preventing to go outside the agenda except for the derogations determined in the Law, providing the order of the meeting, taking the necessary precautions for achieving this.

g) Opening and closing the sessions and meetings and closing the meeting. ğ) Reading or have someone read the decisions, drafts, minutes, reports, suggestions and other

similar documents related with the issues which are being discussed and call upon the people who wants to speak about these topics.

h) Make a ballot about the decisions given by the General Assembly and announce the results. ı) Observing whether or not the minimum quorum for the meeting is maintained in the

beginning, in the middle and at the end of the meeting and the decisions are taken according to the anticipated quorums defined in the Law and the Articles of the Association.

i) According to the Article 436 of the Law, preventing the people who are deprived of voting power, to vote in the decisions determined in the aforementioned article.

j) Upon the request of the shareholders who own 1/20 of the capital, to postpone the discussion on the Financial Statements and related subjects to the next meeting without needing that the General Assembly takes a decision about this topic.

k) Providing the arrangement of the minutes related to the General Assembly works, writing the objections to the minutes, signing the decisions and minutes, determining the votes which are for or against in the minutes of the meeting without any doubt.

l) Submit the minutes of the meeting, annual activity report of the Board of Directors, audit reports, financial tables, participants list, agenda, resolutions and all other related documents to one of the Board of Directors Members.

PROCEDURES TO BE COMPLETED BEFORE PASSING TO THE DISCUSSION OF THE AGENDA ARTICLE 9 – (1) Chairman of the meeting reads or has someone read the agenda of the meeting. Chairman asks

whether there is any change in the order of the articles of the agenda; if there is any suggestion, this is submitted to the confirmation of the General Assembly. By the decision of majority of the votes, the order of discussing the agenda topics can be changed.

DISCUSSION OF THE AGENDA and AGENDA TOPICS ARTICLE 10 – (1) It is obligatory that below listed points take place in the agenda of the Ordinary General

Assembly: a) Opening and formation of the chairmanship of the meeting. b) Discussion of the annual activity reports of the Board of Directors, auditor reports and

financial tables. c) Acquittance of the members of Board of Directors and auditors. ç) Electing the Board of Directors members and auditors whose office is ended. d) Determining the wages of Members of Board of Directors and their rights such as attendance

fee, premium and bonus. e) Determining the use and distribution of the profit and dividend share amounts. f) Discussion of the amendments in the Articles of the Association if any. g) Other subjects which are deemed necessary.

(2) The agenda of the Extraordinary General Assembly is constituted by the reasons which make the meeting necessary.

(3) Other than the exceptions, no other subject which is not on the agenda will be discussed and

decided.

a) If all the shareholders are present, a topic can be added to the agenda by unanimity.

b) According to Article 438 of the Law, a private audit request by any shareholder is decided by the General Assembly regardless of it is on the agenda or not.

c) The topics such as dismissal of the Members of Board of Directors and electing the new ones are assumed as related with the discussion of financial tables and regardless of whether there is any article in the agenda related with this topic; it can be directly discussed and decided upon request.

ç) If there isn’t any article in the agenda, if valid reasons exist such as fraud, insufficiency, violation of commitment, difficulty in fulfilling the duty because of being a member in several companies, incompatibility, fraud on a power, topics such as dismissal of the Members of Board of Directors and electing the new ones will be included in the agenda by majority of the votes.

(4) The agenda topic which is discussed and decided by the General Assembly, cannot be discussed

and decided again until it is decided by the majority of the votes present at the meeting. (5) As a result of the audit or for any reason, the topics which are wanted to be discussed in the

Company’s General Meeting by the Capital Market Board are included in the agenda. (6) The agenda will be determined by the person who called the General Assembly to the meeting. TALKING IN THE MEETING ARTICLE 11 – (1) If the shareholders or other interested people want to talk about an agenda topic which is being

discussed, they should inform this to the chairmanship. Chairmanship announces the people to the General Assembly and according to the application order, these people will have the right to talk. If the person who has the right to talk is not present at the meeting, he loses his right to talk. Talks should address the General Assembly. Individuals can change their term between themselves. If the duration of the talk is limited, when the time is up for the person who talks can only continue his talk if the next person gives his right to talk and he should complete his talk within that period. In other words, the duration of the talk cannot be extended.

(2) Chairman can give permission to Members of Board of Directors and Auditor who want to make

an explanation about the discussed topics regardless of order. (3) The duration of the talks are decided by the General Assembly upon the request of the Chairman

or shareholders, volume of the agenda, the importance and high number of topics which will be discussed and the number of people who want to talk. In such cases, General Assembly, will decide by separate voting whether to limit the talk or not and what will be the duration.

(4) According to Article 1527

of the Law, in the General Assembly, the principles and procedures

defined in the said article and sub articles and related to conveying the views and opinions of the shareholders or representatives participated to the General Assembly in the electronic medium are applied.

VOTING AND PROCEDURES FOR VOTING ARTICLE 12 – (1) Before starting to vote, the Chairman of the meeting explains the voted topic to the General

Assembly. If a draft resolution is voted, it will be determined as written and after it is read, it will be passed to the voting. Then it is explained that it will be passed to the voting. Only after this, people have the right to speak about the procedure. During this time, if there is any shareholder who could not talk even though he requested, provided that, it will be recalled and verified by the Chairman, he will use his right to speak. After voting started, no one has the right to speak.

(2) The votes related with the discussed topics in the meeting, will be counted by raising hands

and/or participation in electronic medium. These votes will be counted by the chairmanship. If necessary, chairmanship can delegate sufficient people to help counting the votes. The ones who do not raise their hands, not voted on the electronic medium are assumed to give “nay” vote and these votes will be accepted as against the decision in the evaluation. However, if the

shareholders who owns one tenth of the issued capital requests, it is obligatory to make secret ballot.

(3) According to Article 1527

of the Law, the procedures and rules determined in the mentioned

article and sub articles related with voting of shareholders or their representatives who attend General Assembly via electronic medium are applied.

PREPARING MEETING RECORD ARTICLE 13 – (1) Chairman signs the participants list which shows the shareholders or their representatives, the

shares, numbers and nominal values they own. In the report, the questions asked and answers given in the General Assembly are stated as a summary by showing the decisions and yes and nay votes used for each decision clearly in the report, the report is provided to be prepared according to the Law and principles determined in the related regulation.

(2) General Assembly report is prepared in the meeting place and during meeting by a typewriter,

computer or with a pen in a legible way. In order to write the report on the computer, a printer should be available in the meeting place for taking the print outs.

(3) Report should be prepared in two copies and every page of the report should be signed by the

chairmanship and the representative of the Ministry. (4) In the report, the commercial name of the company, the date and place of the meeting, total

nominal value of the shares of the company and number of shares, total number of shares represented in the meeting as principal or representative, the name and surname of the Ministry representative and date and number of delegation letter, in what way is the invitation made must be stated.

(5) The percentage of votes related with the decisions taken at the meeting should be stated in the

report as number and writing without leaving any doubt. (6) The people who gave nay vote to the decisions and people who want their opposition be put into

the report should be written in the report by their names, surnames and reason of opposition. (7) If the reason of opposition is given in written form, this is added to the report. In the report, the

name, surname of the opposing shareholder or his representative is written and it is stated that his opposition letter is attached. The opposition letter attached to the report is signed by the chairmanship and Ministry representative.

PROCEDURES AT THE END OF THE MEETING ARTICLE 14 - (1) Chairman submits one copy of the report and all other documents related to the General

Assembly to one of the Members of the Board of Directors or to the people delegated by the Board of Directors. A separate report is prepared for determining this situation.

(2) Board of Directors is responsible from submitting one notarized copy of this report to Registry of

Commerce within fifteen days and should register and declare the issues which are subject to registration and declaration.

(3) The report is placed on the Company’s Internet site within five days as of the date of the General

Assembly. (4) Also, Chairman of the meeting submits the list of participants, agenda and a copy of General

Assembly meeting report to the Ministry representative.

ATTENDING THE MEETING THROUGH ELECTRONIC MEDIUM ARTICLE 15 - (1) According to Article 1527

of the General Assembly Meeting Law, the procedures which will be

fulfilled by the Board of Directors and chairmanship for making the meeting in the electronic medium will be executed by considering Article 1527

of the Law and related regulation.

THIRD SECTION

MISCELLANEOUS PROVISIONS

PARTICIPATION OF THE MINISTRY REPRESANTATIVE AND DOCUMENTS RELATED WITH THE GENERAL ASSEMBLY MEETING ARTICLE 16 – (1) Requesting Ministry representative and Principles and Procedures of General Assembly Meeting

and Regulation articles About The Ministry of Customs and Trade Representatives Present in these Meetings which are related with the duties and responsibilities of this representative is reserved.

(2) In preparation of the participants and the list of participants present in the meeting and in

arranging the representation documents used in the General Assembly and meeting report, it is obligatory to obey the articles of the Regulation determined in the first paragraph.

CONDITIONS NOT FORESEEN IN THE INTERNAL DIRECTIVE ARTICLE 17 – (1) If faced with a situation not foreseen in the Internal Directive, it will be acted according to the

decision taken by the General Assembly.

ACCEPTANCE OF THE INTERNAL DIRECTIVE AND AMENDMENTS ARTICLE 18 – (1) This Internal Directive is put into force by the confirmation of Akbank Türk Incorporation

Company General Assembly and will be executed, registered and declared by the General Assembly. The amendments made in the Internal Directives are subject to the same procedure.

EXECUTION OF THE INTERNAL DIRECTIVE ARTICLE 19 – (1) This Internal Directive is accepted at the General Assembly meeting of Akbank Turk

Incorporation Company held on March 28, 2013 and entered into force on the date declared in the Turkish Trade Registry Gazette.

Annex 5

AKBANK T.A.Ş. REMUNERATION POLICY

1. OBJECTIVE

The purpose of the renumeration policy is to define in written form procedures and principles in line

with BRSA (Banking Regulation and Supervision Agency) and CMB’s (Capital Markets Board’s)

Corporate Governance Principles that would contribute to the Bank’s strategies, long term targets and

its risk structure with contribution to effective risk management avoidance of excessive risk taking. .

Our remuneration policy is structured in order to provide our company, to maintain, reward and

motivate the human resource which is required for sustainable success. Furthermore, it is constituted

in such a way;

To be compatible with the content, structure, strategies of the Bank’s activities as well as its

long term targets and risk management structures,

To prevent excessive risk taking and to contribute efficient risk management.

2. CONTENT

Remuneration Policy defines the remuneration principles and rules valid for the Board of Directors,

General Manager, Assistant General Managers and all the Banks’ employees.

The profile of Bank’s employees is divided into two parts which are comprised and non-comprised

employees who are members of the Bank and Insurance Workers Union (BANKSİS).

Comprised Employees means the employees who are members of the Union, who work

under the titles defined by the contract and subject to the provisions of the Collective

Bargaining Agreement.

Non-comprised Employees means the employees who are not subject to the provisions of

the Collective Bargaining Agreement.

3. PRINCIPLES

3.1. Remuneration: Remunerations to be paid to the Board of Directors Members, Senior

Management and other employees are compatible with the Bank’s ethical values, internal

balance and strategic targets. Remunerations of all employees are defined by taking into

consideration the responsibilities they assume.

3.2. Remuneration degree and remuneration intervals: Remunerations of the entirety of our

employees are managed within the wage intervals defined for each degree.

It is aimed to pay similar wages to the employees making similar works in order to ensure an

equitable remuneration. For this purpose, the degrees of the jobs are defined depending on

their authorities and responsibilities. Remuneration degrees and intervals are revised in each

period of increase.

3.3. Rewarding high performance: It is aimed that the people who exhibit a performance

higher than the expected level according to the results of Performance Evaluation System

receive a higher wage increase and higher premium.

3.4. Remunerations based on performance: Performance measurements related to the

concerned periods are taken into consideration when determining the remunerations and

premiums. Payment amounts based on the performance and principally the premiums are not

guaranteed in advance.

3.5. Confidentiality of remuneration: It is essential that the remunerations and other monetary

payments in the Bank are private and confidential. Breach of the confidentiality by the

employee shall be submitted to the Board of Discipline.

4. DETERMINATION OF REMUNERATION POLICY

Remuneration policy and its applications are one of the important factors to ensure the employee’s

loyalty and improve his/her performance. While defining the remuneration policy with the purpose

of bringing new talents in our company and to maintain our high performance employees, below

mentioned points are taken into account.

4.1. Internal factors: While defining the Bank’s remuneration structure, compatibility to below listed factors are taken

into consideration;

Bank’s internal remuneration balance and budget means,

Job definition and degree of responsibility of the employee,

Individual performance exhibited by each employee,

Competencies of the employee,

Bank’s internal and external regulations.

Nonetheless, employee rights of the Comprised Employees are defined by means of the Collective

Bargaining Agreement made with Bank and Insurance Workers Union (BANKSİS).

4.2. External factors: While defining the Bank’s remuneration policy, sector-specific data is taken into account in order

to be able to compete with the industry, to bring new talents in our company and to reduce

external flow. While constructing the employees’ remuneration and premium model, position of

the Bank in the industry is considered basing it on the results of the research carried out by

independent organisations on remunerations in the Banking Industry.

5. APPLICATION OF THE REMUNERATION POLICY

General application principles of the remuneration policy are as follows.

5.1. Wage increases:

5.1.1. Wage increases of the Comprised Employees: Employee rights of the Comprised

Employees are defined by means of the Collective Bargaining Agreement made with

Bank and Insurance Workers Union (BANKSİS).

5.1.2. Wage increases of the Non-comprised Employees:

Wage increase of the Non-comprised Employees is made once a year.

During the wage increase periods, below listed criteria is considered as a basis

for defining the increase budget and it is submitted to the approval of the management.

Inflation rates in the last periods,

Domains where competitive policies will be followed,

Position of the Bank in the industry.

It is aimed to apply the policy of “similar remuneration for equal work” and to

ensure that individual differentiations are based on performance.

In order to reward high performance, the employees who exhibit high

performance but stay below the of Bank’s wage average defined for each degree are

awarded by a higher wage increase.

Researches on remunerations performed by the autonomous organisations are

analysed in order to determine Bank’s position in the industry. As a result, Bank's

position is determined.

Wage increase data related to the current period is shared with the employees.

5.2. Definition of new remunerations after promotion or change of position:

In case there is change in the remuneration degree of the employees who are promoted or whose

position is changed, the new remuneration is determined depending on his/her position in the new

degree.

5.3. Performance Premium:

Premium payments are made in order:

To improve employees’ efficiency and ensure the continuity of the performance to reach

corporate targets,

To bring out individual performance and differentiate successful employees,

To reward the employees who create an additional value for the corporation. Premium system

covers the Board of Directors, General Manager, Assistant General Managers, employees in

the Headquarters and the site. While fixing the premium to be distributed, criteria such as

credit risk, operational risk, regulations risk, reputation risk is taken into consideration along

with the applied risk management concepts.

Head of Supervisory Commission, Head of Internal Control Center and Risk Management

Department have their individual premium systems and their budgets are managed separately.

5.4. Campaign Awards:

These are the awards related to the campaigns organized to reach specific and clearly defined

targets. They are deserved and made to the employees and/or teams provided that predetermined

criteria are satisfied.

5.5. Fringe Benefit Applications:

It means the interests and payments in material or immaterial nature made in supplement to the

remuneration. They are defined by taking into account some criteria such as job definition,

position degree, authority level and budget.

6. FOLLOWING, CONTROLLING AND REPORTING REMUNERATION

APPLICATIONS:

Following, controlling and reporting process of the remuneration applications in the name of

Board of Directors is conducted by the “Corporate Governance Committee”.

As for the people whose activities endanger the safe functioning of the Bank or who are

responsible for the deterioration of Bank’s financial position according to the Board of Directors

opinion, required operations related to their payments including cancellation of the payments

based on performance are implemented.

Bank’s remuneration policy is applied in accordance with the regulations of BDDK (Banking

Regulation and Supervision Agency) and SPK (Capital Markets Board).

Disclaimer Statement: This document is a convenience translation of the principal document that has been published in

Turkish and provided on our website (www.akbank.com) in accordance with relevant laws and

regulations. The information contained in this document is published for the assistance of

recipients, but is not to be relied upon as authoritative or taken in substitution of the principal

document that is published in Turkish. The Company does not accept any liability whatsoever

for any direct or consequential loss arising from any use of this document or its contents.


information document on ordinary general meeting … fileakbank t.a.Ş. information document on...

Documents