2016 ANNUAL REPORT
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Our Bank’s shares had been squeezed out from the exchange list by Borsa İstanbul A.Ş. and removed from the scope of the Capital Markets Law by the Capital Markets Board. The following changes have been made:
TÜRK EKONOMİ BANKASI ANONİM ŞİRKETİ |
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CURRENT VERSION |
NEW VERSION |
Objectives and Fields of Business |
Objectives and Fields of Business |
The Company was established in order to engage in the field of banking business in accordance with current legislation as well as in other fields of business permitted to banks. For the purpose of realizing this objective, the Bank may engage in the following activities: |
The Company was established in order to engage in the field of banking business in accordance with current legislation as well as in other fields of business permitted to banks. For the purpose of realizing this objective, the Bank may engage in the following activities: |
a) It may perform all kinds of banking activities and transactions, |
a) It may perform all kinds of banking activities and transactions, |
b) According to the provisions of the Banking Code and the Turkish Commercial Code and other applicable legislation, provided to have the required authorizations, it may open banks, branches, offices and representative offices both in Turkey and abroad and maintain relations with correspondents, it may establish companies with real persons and/or legal entities and enter into joint ventures in Turkey and abroad; and may participate in existing or future commercial and/or industrial establishments, banks and financial institutions and also transfer and assign such participations without prejudice to provisions of Capital Market Legislations, |
b) According to the provisions of the Banking Code and the Turkish Commercial Code and other applicable legislation, provided to have the required authorizations, it may open banks, branches, offices and representative offices both in Turkey and abroad and maintain relations with correspondents, it may establish companies with real persons and/or legal entities and enter into joint ventures in Turkey and abroad; and may participate in existing or future commercial and/or industrial establishments, banks and financial institutions and also transfer and assign such participations without prejudice, |
c) It may undertake and perform all kinds of industrial, commercial and insurance transactions, to the extent not prohibited by the Banking Code or by other relevant laws, not only on its own account, but also jointly or as representative for domestic or foreign establishments in the name and on the account of such establishments; and may assume agencies; may enter into any and all kinds of commitments towards governmental or non-governmental institutions, |
c) It may undertake and perform all kinds of industrial, commercial and insurance transactions, to the extent not prohibited by the Banking Code or by other relevant laws, not only on its own account, but also jointly or as representative for domestic or foreign establishments in the name and on the account of such establishments; and may assume agencies; may enter into any and all kinds of commitments towards governmental or non-governmental institutions, |
d) It may buy and/or sell any and all types of securities, stocks and bonds whether on its own account or in the name and on the account of others; provided to obtain authorization and in accordance with the provisions of relevant laws, may issue securities, stocks and bonds;, contract debts by syndication, bond issue or direct borrowing, and perform any and all kind of capital markets transactions and engage in activities on the stock exchanges. The Bank shall comply with provisions of Capital Market Legislations in all of its capital market operations or transactions. |
d) It may buy and/or sell any and all types of securities, stocks and bonds whether on its own account or in the name and on the account of others; provided to obtain authorization and in accordance with the provisions of relevant laws, may issue securities, stocks and bonds;, contract debts by syndication, bond issue or direct borrowing, and may perform capital markets transactions within the framework permitted by the relevant legislation and capital market regulations, |
e) It may accept mortgages, pledges, sureties and other guarantees established in favor of the Company and it may grant mortgages, pledges, sureties and other guarantees in the name of the Company, |
e) It may accept mortgages, pledges, sureties and other guarantees established in favor of the Company and it may grant mortgages, pledges, sureties and other guarantees in the name of the Company, |
f) It may purchase, lease and sell vehicles necessary for the Company's business, |
f) It may purchase, lease and sell vehicles necessary for the Company's business, |
g) To the extent permitted by the law and regulations, it may lease equipment and it may undertake real estate financing and it may execute factoring transactions, |
g) To the extent permitted by the law and regulations, it may lease equipment and it may undertake real estate financing and it may execute factoring transactions, |
h) It may acquire intangible rights related to its fields of activity and may dispose of them, |
h) It may acquire intangible rights related to its fields of activity and may dispose of them, |
i) Within the framework of applicable laws and regulations, the Company may purchase real estate properties which it needs in order to conduct its banking activities, and may sell its real estate properties, build or have them built, and put them out to lease or lease them from others. The Company may establish any and all types of rights in rem including mortgages over them and release the same. The Company may have any types of annotations and registrations made in the Land Registry and may have them rescinded; and may also engage in any and all kinds of dispositions on the real estates, related to its objectives and fields of activity. |
i) Within the framework of applicable laws and regulations, the Company may purchase real estate properties which it needs in order to conduct its banking activities, and may sell its real estate properties, build or have them built, and put them out to lease or lease them from others. The Company may establish any and all types of rights in rem including mortgages over them and release the same. The Company may have any types of annotations and registrations made in the Land Registry and may have them rescinded; and may also engage in any and all kinds of dispositions on the real estates, related to its objectives and fields of activity. |
j) It may make any kind of donation in accordance with the applicable laws and regulations provided that the limit of such donation is determined by the General Assembly.
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j) It may make any kind of donation in accordance with the applicable laws and regulations. Moreover, the Company may perform any and all types of transactions which relate to its objectives and field of activity. |
The donations shall not contradict with Capital Market Legislations, relevant special circumstance declarations shall be made and on condition that the donations made within the year are submitted for information of the shareholders in the general assembly, the donations shall be made in a manner not to hinder its own objectives and fields. Moreover, the Company may perform any and all types of transactions which relate to its objectives and field of activity. |
In the event that it should be necessary and useful for the Company to engage in businesses other than those indicated above, the matter shall be submitted, upon a proposal of the Board of Directors, for the approval of the General Assembly of Shareholders and after having obtained a decision to that effect, the Company may perform whatever business it wishes within the scope of the General Assembly's resolution and the applicable laws and regulations. |
In the event that it should be necessary and useful for the Company to engage in businesses other than those indicated above, the matter shall be submitted, upon a proposal of the Board of Directors, for the approval of the General Assembly of Shareholders and after having obtained a decision to that effect, the Company may perform whatever business it wishes within the scope of the General Assembly's resolution and pursuant to Turkish Commercial Code, Banking Legislation and Capital Market Legislations. |
Such decisions which are in the nature of an amendment to these Articles of Association, before they can be resolved, shall be subject to the prior consent of the required authorities in accordance with the provisions of the Turkish Commercial Code and Banking Law. |
Such decisions which are in the nature of an amendment to these Articles of Association, before they can be resolved, shall be subject to the prior consent of the required authorities in accordance with the provisions of the Turkish Commercial Code, the Banking Code and the Capital Markets Act. |
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Legal Title, Headquarters and Abbreviated Business Name |
Legal Title, Headquarters and Abbreviated Business Name |
The legal title of the Company is “TÜRK EKONOMİ BANKASI ANONİM ŞİRKETİ”, and it shall be referred to hereinafter as “the Company or the Bank”. The Company’s abbreviated business name is “TEB”. |
The legal title of the Company is “TÜRK EKONOMİ BANKASI ANONİM ŞİRKETİ”, and it shall be referred to hereinafter as “the Company or the Bank”. The Company’s abbreviated business name is “TEB”. |
Its headquarters is located in Istanbul. Its address is at “TEB Kampüs C ve D Blok, Saray Mahallesi, Sokullu Caddesi, No: 7A-7B Ümraniye/İSTANBUL”. In case of change of address, the new address shall be registered in the Trade Registry and announced in the Turkish Trade Registry Gazette and furthermore be notified to the Capital Markets Board (“CMB”), the Banking Regulation and Supervision Agency (“BRSA”), and other relevant authorities. Notices delivered to the registered and announced address of the Company shall be deemed to have been duly served to the Company. Failure of the Company to have its new address registered in the legal period of time after leaving its ex registered and announced address will constitute a ground for dissolution of the Company. |
Its headquarters is located in Istanbul. Its address is at “TEB Kampüs C ve D Blok, Saray Mahallesi, Sokullu Caddesi, No: 7A-7B Ümraniye/İSTANBUL”. In case of change of address, the new address shall be registered in the Trade Registry and announced in the Turkish Trade Registry Gazette and furthermore be notified to the Banking Regulation and Supervision Agency (“BRSA”), and other relevant authorities. Notices delivered to the registered and announced address of the Company shall be deemed to have been duly served to the Company. Failure of the Company to have its new address registered in the legal period of time after leaving its ex registered and announced address will constitute a ground for dissolution of the Company. |
Term |
Term |
The legal existence of the Company has not been restricted to any specific term. Nevertheless, the General Assembly of Shareholders may, provided that it shall comply with meeting and decision quorum stipulated by law, amend this Articles of Association and limit the term of the Company. |
The legal existence of the Company has not been restricted to any specific term. Nevertheless, the General Assembly of Shareholders may, provided that it shall comply with meeting and decision quorum stipulated by law, amend this Articles of Association and limit the term of the Company. |
Before the implementation of such decisions which are in the nature of amendments to these Articles of Association, the approbation of the BRSA, the approval of the CMB, and the permission of the Ministry of Customs and Trade must be obtained. |
Before the implementation of such decisions which are in the nature of amendments to these Articles of Association, the approbation of the BRSA, and the permission of the Ministry of Customs and Trade must be obtained. |
section two |
section two |
Capital of the Company |
Capital of the Company |
In accordance with the provisions of the Capital Markets Act, the Company has accepted the registered capital system and started to apply the registered capital system upon the permission, ref. 53/704, dated 10/6/1999, of the Capital Markets Board. The Company’s upper limit of registered capital is TL2.204.390.000,- (TWO BILLION TWO HUNDRED FOUR MILLION THREE HUNDRED NINETY THOUSAND TURKISH LIRAS), divided into 2.204.390.000,- (TWO BILLION TWO HUNDRED FOUR MILLION THREE HUNDRED NINETY THOUSAND), registered shares each with a nominal value of TL1 (ONE TURKISH LIRA). The permission for upper limit of registered capital given by Capital Market Board is valid for years 2013 – 2017 (5 years). Even if the upper limit of registered capital could not be reached at the end of 2017, in order for the board to make increasing decision after the year 2017; it is mandatory that an authorization is obtained from general assembly for new period, not exceeding 5 years, by means of receiving permission from Capital Market Board for the upper limit amount for which a permission is given before or for a new upper limit amount. In case such authorization is not obtained, the company shall be deemed removed from the capital system. |
The capital is TL2.204.390.000,- (TWO BILLION TWO HUNDRED FOUR MILLION THREE HUNDRED NINETY THOUSAND TURKISH LIRAS) divided into 2.204.390.000,- (TWO BILLION TWO HUNDRED FOUR MILLION THREE HUNDRED NINETY THOUSAND), registered shares each with a nominal value of TL1 (ONE TURKISH LIRA) and fully and non-collusively paid. It is mandatory for the Company’s shares to be issued against cash payment and to be registered. |
The issued capital is TL2.204.390.000,- (TWO BILLION TWO HUNDRED FOUR MILLION THREE HUNDRED NINETY THOUSAND TURKISH LIRAS) and the mentioned issued capital is fully and non-collusively paid. |
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This time, the shares of our shareholders other than our controlling shareholders and Kocaeli Chamber of Commerce amounting to TL3.977.638,32 (THREE MILLION NINE HUNDRED SEVENTY SEVEN THOUSAND SIX HUNDRED AND THIRTY EIGHT HUNDRED TURKISH LIRAS AND THIRTY TWO KURUS) are cancelled pursuant to article 5 of the Communique Regarding Squeeze Out of the Partnership and Sell Out Rights issued by the Capital Market Board under number II-27.2 An allocated capital increase in the amount of TL3.977.638,32 (THREE MILLION NINE HUNDRED SEVENTY SEVEN THOUSAND SIX HUNDRED AND THIRTY EIGHT HUNDRED TURKISH LIRAS AND THIRTY TWO KURUS) has been made to the shareholder exercising its right to squeeze out of the partnership against these cancelled shares, the capital of the Company has increased again to TL2.204.390.000 (TWO BILLION TWO HUNDRED AND FOUR MILLION THREE HUNDRED NINETY THOUSAND TURKISH LIRAS). The shares representing the capital shall be monitored through the records kept in accordance with the dematerialization principles. |
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It is mandatory for the Company’s shares to be issued against cash payment and to be registered. |
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Capital Increase, Decrease- Increase of the Registered Capital Ceiling |
Capital Increase, Decrease |
The Company’s capital may be increased or decreased provided that they are in accordance with provisions of Capital Market Legislation and Banking Legislation. The General Assembly shall be authorized to increase the Company's registered capital ceiling, and the Board of Directors shall be authorized to increase the issued capital up to the registered capital ceiling in accordance with the Capital Markets Act and other applicable legislation. |
The Company’s capital may be increased or decreased provided that they are in accordance with provisions of Turkish Commercial Code and Banking Legislation. Unless otherwise resolved, in case of the increase of the capital, the Company’s then current shareholders have the pre-emptive rights to purchase new shares pro rata to their shares in then current capital. |
The Board of Directors shall be authorized to issue shares worth above the nominal value per share, to restrict or to remove the shareholders’ pre-emptive rights, and to sell them through public offering or without public offering. The authority to restrict the shareholders’ pre-emptive rights may not be exercised in a way to cause inequality between the shareholders. |
The transactions regarding the increase of the capital and the exercise of the pre-emptive rights and, in case the pre-emptive rights are not exercised within the given legal period, the transactions regarding the remaining shares shall be in accordance with the provisions of Turkish Commercial Code and Banking Legislation. |
Unless otherwise resolved, in case of the increase of the issued capital, the Company’s then current shareholders have the pre-emptive rights to purchase new shares pro rata to their shares in then current capital. |
At the capital increases realised from internal resources, the bonus shares will be distributed to the then current shareholders pro rata to their shareholding ratio. |
The transactions regarding the increase of the issued capital and the exercise of the pre-emptive rights and, in case the pre-emptive rights are not exercised within the given legal period, the transactions regarding the remaining shares shall be in accordance with the provisions of Turkish Commercial Code, Capital Market Legislation and Banking Legislation. |
Procedures pertaining to increase of the capital and decrease of the capital, which by nature is an amendment of these Articles of Association, shall be carried out in accordance with the provisions of the Turkish Commercial Code, the Banking Code and other relevant laws and regulations. It is mandatory to obtain the prior permission of the BRSA and the Ministry of Customs and Trade. |
At the capital increases, the bonus shares will be distributed to the then current shareholders pro rata to their shareholding ratio. |
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Procedures pertaining to increase of the registered capital ceiling and decrease of the capital, which by nature is an amendment of these Articles of Association, shall be carried out in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Act, the Banking Code and other relevant laws and regulations. It is mandatory to obtain the prior permission of the CMB, the BRSA and the Ministry of Customs and Trade. |
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Issuance of Capital Market Instruments in the Nature of Debt Securities |
Issuance of Capital Market Instruments in the Nature of Debt Securities |
The Board of Directors of the Company may resolve to issue capital market instruments in the nature of debt securities. For adoption and implementation of such a resolution, all pertinent provisions of Capital Market Legislation and Banking Legislation must be strictly complied with |
The Company may issue capital market instruments in the nature of debt securities by adopting a General Assembly Resolution. The General Assembly may delegate such authority to the Board of Directors for a maximum period of fifteen months. For any and all kind of issuance of capital market instruments in the nature of debt securities, all pertinent provisions of Capital Markets Act, Banking Legislation and Turkish Commercial Code must be strictly complied with. |
Transfer of Shares |
Transfer of Shares |
Transfer of the shares and exercise of the rights pertaining to the shares will be governed by the pertinent provisions of the Turkish Commercial Code, the Banking Code, the Capital Markets Act and other applicable laws and regulations. |
Transfer of the shares and exercise of the rights pertaining to the shares will be governed by the pertinent provisions of the Turkish Commercial Code, the Banking Code and other applicable laws and regulations. |
Transfer of shares corresponding to the percentages specified in the Banking Code and transfer of shares holding rights of usufruct shall be subject to the prior permission of the Banking Regulation and Supervision Agency. |
Transfer of shares corresponding to the percentages specified in the Banking Code and transfer of shares holding rights of usufruct shall be subject to the prior permission of the Banking Regulation and Supervision Agency. |
Company’s Acquisition of its Own Shares or Pledge of the Company’s Shares in favour of the Company |
Company’s Acquisition of its Own Shares or Pledge of the Company’s Shares in favour of the Company |
Within the limits to be defined by the applicable laws and regulations, the Banking Regulation and Supervision Agency and the Capital Markets Board, the Company may acquire its own shares and accept its own shares to be pledged in favor of the Company. |
Within the limits to be defined by the applicable laws and regulations, the Banking Regulation and Supervision Agency and Turkish Commercial Code, the Company may acquire its own shares and accept its own shares to be pledged in favor of the Company. |
sectıon four |
sectıon four |
A. General Assembly of Shareholders |
A. General Assembly of Shareholders |
This is the decision-making body which is convened in the occasions clearly set forth by the law and the Articles of Association. The General Assembly of Shareholders convened as per the Turkish Commercial Code and these Articles of Association represents all shareholders. The resolutions made by the General Assembly of Shareholders convened in that way are legally binding not only for dissenting shareholders but also for those who have not participated to that meeting. |
This is the decision-making body which is convened in the occasions clearly set forth by the law and the Articles of Association. The General Assembly of Shareholders convened as per the Turkish Commercial Code and these Articles of Association represents all shareholders. The resolutions made by the General Assembly of Shareholders convened in that way are legally binding not only for dissenting shareholders but also for those who have not participated to that meeting. |
The shareholders shall hold ordinary and extraordinary meetings as the General Assembly of Shareholders. Ordinary meetings of the General Assembly shall be held within three months following the closing of the fiscal year and in any case, once a year. At these meetings the issues stipulated in the relevant provisions of the Turkish Commercial Code, Capital Market Legislation and Banking Legislation and other issues that are duly included in the agenda shall be discussed and resolved. The Extraordinary General Assembly meeting is convened when and at the time and with the agenda deemed necessary for the Company’s businesses. |
The shareholders shall hold ordinary and extraordinary meetings as the General Assembly of Shareholders. Ordinary meetings of the General Assembly shall be held within three months following the closing of the fiscal year and in any case, once a year. At these meetings the issues stipulated in the relevant provisions of the Turkish Commercial Code, and Banking Legislation and other issues that are duly included in the agenda shall be discussed and resolved. The Extraordinary General Assembly meeting is convened when and at the time and with the agenda deemed necessary for the Company’s businesses. |
The presence of any and all of the executive directors and at least one of the Board of Directors members is mandatory. The auditor shall also participate to the meetings. |
The presence of any and all of the executive directors and at least one of the Board of Directors members is mandatory. The auditor shall also participate to the meetings. |
In addition, the persons who are required to make explanations for the agenda issues and/or who are in charge of these issues shall participate to the meetings. |
In addition, the persons who are required to make explanations for the agenda issues and/or who are in charge of these issues shall participate to the meetings. |
The Board of Directors shall prepare an internal guideline including the rules concerning working procedures and principles of the General Assembly and this internal guideline shall be enacted upon the approval of the General Assembly. This internal guideline shall be registered and published. |
The Board of Directors shall prepare an internal guideline including the rules concerning working procedures and principles of the General Assembly and this internal guideline shall be enacted upon the approval of the General Assembly. This internal guideline shall be registered and published. Furthermore, the same should also be published in the Company’s website. |
Saved the provisions of the Turkish Commercial Code setting forth the non-transferable duties and powers of the General Assembly of Shareholders, the following duties and powers may not be transferred: |
Saved the provisions of the Turkish Commercial Code setting forth the non-transferable duties and powers of the General Assembly of Shareholders, the following duties and powers may not be transferred: |
a) Amendment of the Articles of Association. |
a) Amendment of the Articles of Association. |
b) Appointment of the Board of Directors’ members, decision on the Board of Directors’ members’ term of office, fees, honorariums, bonuses, premiums and similar fiscal rights, decision on their release and their dismissals. |
b) Appointment of the Board of Directors’ members, decision on the Board of Directors’ members’ term of office, fees, honorariums, bonuses, premiums and similar fiscal rights, decision on their release and their dismissals. |
c) Saved the exceptions in the law, the appointment and dismissal of the auditor. |
c) Saved the exceptions in the law, the appointment and dismissal of the auditor. |
d) Decision on the financial statements, the Board of Directors’ yearly activity report, the disposal of the yearly profit, determining the dividend share, decision on the utilization of the reserve including its transfer to the share capital or to the profit to be distributed. |
d) Decision on the financial statements, the Board of Directors’ yearly activity report, the disposal of the yearly profit, determining the dividend share, decision on the utilization of the reserve including its transfer to the share capital or to the profit to be distributed. |
e) Except for the exceptions set forth in the law, the dissolution of the Company. |
e) Except for the exceptions set forth in the law, the dissolution of the Company. |
f) The whole sale of a material amount of the Company’s assets. |
f) The whole sale of a material amount of the Company’s assets. |
Participation to General Assembly meeting through electronic media: The persons entitled to participate to the Company’s General Assembly meeting may participate through electronic media as per the article 1527 of the Turkish Commercial Code. The Company may either establish an electronic general assembly meeting system allowing the related parties to participate the General Assembly meetings, to express their opinions, to make proposals and to vote through electronic media as per the “Regulation regarding the General Assembly Meetings of Joint Stock Companies through Electronic Media” or may purchase services from system providers for this purpose. In each General Assembly meeting, exercise of the rights granted by the said Regulation provisions to the stakeholders and their representatives must be ensured through the system installed. Participation to the general assembly meeting through electronic media, appointing representative, making motions and/or declarations and voting shall be exercised through the Electronic General Assembly System (“EGAS”) to be provided by MKK. |
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Invitation and Meeting Place |
Invitation and Meeting Place |
The General Assembly shall be convened upon the Board of Directors’ invitation. The provisions of the Turkish Commercial Code and the Capital Markets Legislation and Banking Legislation related to convening the General Assembly of Shareholders for meeting are however reserved. |
The General Assembly shall be convened upon the Board of Directors’ invitation. The provisions of the Turkish Commercial Code and Banking Legislation related to convening the General Assembly of Shareholders for meeting are however reserved. |
The shareholders holding shares representing at least one in twenty of the Company’s issued capital may request from the Board of Directors and mentioning in writing the grounds for it and the agenda, to convene the General Assembly or, in the case the General Assembly is about to convene, to include in the agenda the issues they want to be discussed. The request to add an item to the agenda must be sent via notary public and be delivered to the Board of Directors before the payment of the fees related to the publication of the resolution for invitation in the Turkish Trade Registry Gazette. |
The shareholders holding shares representing at least one in ten of the Company’s capital may request from the Board of Directors and mentioning in writing the grounds for it and the agenda, to convene the General Assembly or, in the case the General Assembly is about to convene, to include in the agenda the issues they want to be discussed. The request to add an item to the agenda must be sent via notary public and be delivered to the Board of Directors before the payment of the fees related to the publication of the resolution for invitation in the Turkish Trade Registry Gazette. |
In case the Board of Directors rejects the request for convening the General Assembly meeting or inclusion of an item to the agenda or in case no affirmative answer was given within seven business days, upon the application of the same shareholders, the competent commercial court in the Company’s headquarters address may resolve to convene the General Assembly meeting. |
In case the Board of Directors rejects the request for convening the General Assembly meeting or inclusion of an item to the agenda or in case no affirmative answer was given within seven business days, upon the application of the same shareholders, the competent commercial court in the Company’s headquarters address may resolve to convene the General Assembly meeting. |
The General Assembly meetings shall be convened in the Company’s headquarters or, when deemed necessary by the Board of Directors, in another appropriate place in the same city. The meeting place shall be mentioned in the invitation letters and the related announcements. |
The General Assembly meetings shall be convened in the Company’s headquarters or, when deemed necessary by the Board of Directors, in another appropriate place in the same city. The meeting place shall be mentioned in the invitation letters and the related announcements. |
Announcements |
Announcements |
The announcement for the General Assembly meeting shall be made not only as per the term and procedures stipulated in the Turkish Commercial Code, the Capital Markets Legislation and Banking Legislation and other applicable legislation but also, to the extent possible as per the Company’s possibilities, in a way to access the maximum number of shareholders, including the Company’s web site, electronic media and other appropriate means of communication. |
The announcement for the General Assembly meeting shall be made on the Company’s website and the Turkish Trade Registry Gazette in accordance with the term and procedures stipulated in the Turkish Commercial Code and Banking Legislation. The provisions of Article 416 of the Turkish Commercial Code are preserved. |
It is mandatory to mention in the announcement the meeting agenda, place, date and time. Align with the General Assembly announcement, the power of attorney template for the persons who will be represented by proxy shall also be announced and moreover any and all information and documents related to the meeting shall be made available to the shareholders on the Company’s website. |
It is mandatory to mention in the announcement the meeting agenda, place, date and time. Align with the General Assembly announcement, the power of attorney template for the persons who will be represented by proxy shall also be announced and moreover any and all information and documents related to the meeting shall be made available to the shareholders on the Company’s website for their review. |
Meeting and Decision Quorum |
Meeting and Decision Quorum |
The meeting quorums and decision quorums for the General Assembly meetings are subject to the Turkish Commercial Code and in case of specific provisions, to the Capital Markets Legislation and Banking Legislation. |
The meeting quorums and decision quorums for the General Assembly meetings are subject to the Turkish Commercial Code and in case of specific provisions, to the Banking Legislation. |
As per the relevant provision of the Turkish Commercial Code, in order to confirm and check the right to participate to the General Assembly meeting for the dematerialized shares, the shareholding list to be obtained by the Board of Directors from MKK in accordance with the Capital Markets Act will be taken into consideration. The Turkish Commercial Code and the Capital Markets Legislation and Banking Legislation shall apply to the participation of the shareholders to the General Assembly meeting and the exercise of the voting rights. |
The Turkish Commercial Code and Banking Legislation shall apply to the participation of the shareholders to the General Assembly meeting and the exercise of the voting rights. |
In case a higher decision quorum imposed by the applicable legislation which may not be lowered, the rule is that the decisions are made with the affirmative vote of the majority of the participants. This majority rule applies as to the appointment of the Board of Directors’ Members and the auditor. However, if the majority is not reached for the appointment of the Board of Directors’ Members, the same shall be voted once again. In that second voting, the nominees in the order of having the highest votes shall be appointed as the Board of Directors Members. In case of parity of the votes there shall be a draw. |
In case a higher decision quorum imposed by the applicable legislation which may not be lowered, the rule is that the decisions are made with the affirmative vote of the majority of the participants. This majority rule applies as to the appointment of the Board of Directors’ Members and the auditor. However, if the majority is not reached for the appointment of the Board of Directors’ Members, the same shall be voted once again. In that second voting, the nominees in the order of having the highest votes shall be appointed as the Board of Directors Members. In case of parity of the votes there shall be a draw. |
Votes |
Votes |
Each shareholder participating in meetings of the General Assembly of Shareholders shall be entitled to one vote for each share he holds. Voting through proxies is also valid. The provisions of the Banking Code in connection therewith are, however, reserved. For voting through proxy, a power of attorney must be submitted to the Company at the General Assembly meeting, together with a statement showing the number of shares, before election of the Meeting Chairmanship in the meeting of the General Assembly of Shareholders at the latest. The provisions of the Capital Markets Act regarding the form of the power of attorney and the voting through proxy are reserved. |
Each shareholder participating in meetings of the General Assembly of Shareholders shall be entitled to one vote for each share he holds. Voting through proxies is also valid. The provisions of the Banking Code in connection therewith are, however, reserved. For voting through proxy, a power of attorney must be submitted to the Company at the General Assembly meeting, and such power of attorney must contain the total number of shares, before election of the Meeting Chairmanship in the meeting of the General Assembly of Shareholders at the latest. The provisions of the Turkish Commercial Code and the related legislations regarding the form of the power of attorney and the voting through proxy are reserved. |
However, if a shareholder is a government organization, an incorporation, an establishment having a legal personality, or a real person placed under guardianship, no separate power of attorney is required provided that the documents evidencing the representation rights as per the applicable legislation are submitted. The voting right pertaining to a share with multiple shareholders may only be exercised by a representative. The transfer or delivery of the share to another person for the purposes of exploiting loopholes regarding the restrictions over the exercise of the voting rights or to render them ineffective are null and void. The provisions of the Turkish Commercial Code, Banking Legislation and Capital Market Legislation regarding the representation and the right to vote of the shareholders in the General Assembly meetings are reserved. |
However, if a shareholder is a government organization, an incorporation, an establishment having a legal personality, or a real person placed under guardianship, no separate power of attorney is required provided that the documents evidencing the representation rights as per the applicable legislation are submitted. The voting right pertaining to a share with multiple shareholders may only be exercised by a representative. The transfer or delivery of the share to another person for the purposes of exploiting loopholes regarding the restrictions over the exercise of the voting rights or to render them ineffective are null and void. The provisions of the Turkish Commercial Code and Banking Legislation regarding the representation and the right to vote of the shareholders in the General Assembly meetings are reserved. |
The shareholders who are physically present in the General Assembly meeting shall vote by raising their hands, the persons who participate through electronic media shall vote through the electronic system. However, upon the request of the majority of the participant shareholders voting by ballot may be exercised. In case of ballot, for each item of the agenda, a ballot paper showing the number of votes of each participant shall be distributed to the participants by respecting the secrecy of the ballot. |
The shareholders who are physically present in the General Assembly meeting shall vote by raising their hands, the persons who participate through electronic media shall vote through the electronic system. However, upon the request of the majority of the participant shareholders voting by ballot may be exercised. In case of ballot, for each item of the agenda, a ballot paper showing the number of votes of each participant shall be distributed to the participants by respecting the secrecy of the ballot. |
The Board of Directors shall take the measures in order to confirm and check the participation right to the meeting and the discussions and voting rights of the shareholders. |
The Board of Directors shall take the measures in order to confirm and check the participation right to the meeting and the discussions and voting rights of the shareholders. |
A shareholder may not vote in the discussions related to a business, transaction or a dispute before a court or arbitration concerning the Company and himself, his spouse, his descendants or ascendants or sole proprietorships where he or one of the persons listed herein is a shareholder or equity companies which are under their control. |
A shareholder may not vote in the discussions related to a business, transaction or a dispute before a court or arbitration concerning the Company and himself, his spouse, his descendants or ascendants or sole proprietorships where he or one of the persons listed herein is a shareholder or equity companies which are under their control. |
The Board of Directors’ members and the persons who have management and signing authorities cannot exercise the voting rights pertaining to their shares for the resolutions concerning the release of the Board of Directors members. |
The Board of Directors’ members and the persons who have management and signing authorities cannot exercise the voting rights pertaining to their shares for the resolutions concerning the release of the Board of Directors members. |
Shareholders holding less shares than the number of shares required to participate in meetings of the General Assembly of Shareholders, may choose a proxy among themselves to represent them jointly. |
Shareholders holding less shares than the number of shares required to participate in meetings of the General Assembly of Shareholders, may choose a proxy among themselves to represent them jointly. |
Sessions |
Sessions |
A roster indicating the signatures, names, surnames, residences and number of shares of the shareholders or their proxies or their representatives present in the General Assembly meeting shall be drawn up and made available in the place where the meeting will be held, before the first collection of the first votes. |
A roster indicating the signatures, names, surnames, residences and number of shares of the shareholders or their proxies or their representatives present in the General Assembly meeting shall be drawn up and made available in the place where the meeting will be held, before the first collection of the first votes. |
Meetings of the General Assembly shall be chaired by the Chairman or the Vice Chairman of the Board of Directors or in their absence by a person elected by the General Assembly among the members of the Board of Directors. The Chairman shall designate a secretary and, if he deems necessary, a vote collector, and thus shall form the Meeting Chairmanship. |
Meetings of the General Assembly shall be chaired by the Chairman or the Vice Chairman of the Board of Directors or in their absence by a person elected by the General Assembly among the members of the Board of Directors. The Chairman shall designate a secretary and, if he deems necessary, a vote collector, and thus shall form the Meeting Chairmanship. |
The Meeting Chairman may decide to continue the meeting in form of series of sessions until decisions have been adopted by the General Assembly on all the matters included in the agenda. Upon demand of a present majority or of a present minority of at least one in twenty of the Company's capital stock, discussions on the ratification of the balance sheet shall be postponed for one month; notification thereof shall be made to the shareholders as stipulated in the relevant article of the Turkish Commercial Code through announcement. Furthermore, in order for discussions to be re-postponed upon demand of a minority of at least one in twenty of the Company's capital stock, the objected issues on the balance sheet must still remain insufficiently explained.
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The Meeting Chairman may decide to continue the meeting in form of series of sessions until decisions have been adopted by the General Assembly on all the matters included in the agenda. Upon demand of a present majority or of a present minority of at least one in ten of the Company's capital stock, discussions on the ratification of the balance sheet shall be postponed for one month; notification thereof shall be made to the shareholders as stipulated in the relevant article of the Turkish Commercial Code through announcement. Furthermore, in order for discussions to be re-postponed upon demand of a minority of at least one in ten of the Company's capital stock, the objected issues on the balance sheet must still remain insufficiently explained. |
Board of Directors |
Board of Directors |
Number- Composition: The Board of Directors shall consist of 14 (fourteen) members one being the General Manager, elected by the General Assembly amongst the candidates having the qualifications set forth in the Turkish Commercial Code, the Capital Markets Act and the Banking Code. The General Manager, and in his absence, his deputy are the natural member of the Board of Directors. Natural memberships of the General Manager or his deputy to the Board of Directors shall continue as long as they hold their positions. A same person cannot assume the duties of the General Manager and of the Chairman of the Board of Directors. |
Number- Composition: The Board of Directors shall consist of 12 (twelve) members one being the General Manager, elected by the General Assembly amongst the candidates having the qualifications set forth in the Turkish Commercial Code and the Banking Code. The General Manager, and in his absence, his deputy are the natural member of the Board of Directors. Natural memberships of the General Manager or his deputy to the Board of Directors shall continue as long as they hold their positions. A same person cannot assume the duties of the General Manager and of the Chairman of the Board of Directors. |
Qualifications: At least one more than half of the members of the Board of Directors and the executive directors must have the qualifications of the General Manager as required by the Banking Act, must hold civil capacity and be able to exercise the civil rights and must not be hindered by any legal encumbrance against membership. |
Qualifications: At least one more than half of the members of the Board of Directors and the executive directors must have the qualifications of the General Manager as required by the Banking Act, must hold civil capacity and be able to exercise the civil rights and must not be hindered by any legal encumbrance against membership. |
Independent Members: Minimum number and qualifications of the Independent Members to be appointed to the Board of Directors shall be determined pursuant to the corporate governance regulations of the Capital Markets Board. In case independence is jeopardized in any way within the Independent Board Member’s term of office or in case a situation is occurred in which the Independent Member is not able to fulfil his duty, then this member, who lost his independency, shall, in principle, resign within the framework of the Corporate Governance Principles of the Capital Markets Board. |
Oath: The Chairman and Members of the Board of Directors are obliged to take an oath in accordance with the provisions of the Banking Act following their first election or appointment. Members of the Board of Directors may not take office unless and until they take this oath. |
Oath: The Chairman and Members of the Board of Directors are obliged to take an oath in accordance with the provisions of the Banking Act following their first election or appointment. Members of the Board of Directors may not take office unless and until they take this oath. |
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Fiscal Rights: The Chairman and Members of the Board of Directors shall receive a monthly or yearly fee or a fixed allowance per meeting (honorarium) to be determined by the General Assembly of Shareholders. Payment plans prepared based on the Company’s performance shall not be taken into account for remuneration of the Independent Board Members. |
Fiscal Rights: The Chairman and Members of the Board of Directors shall receive a monthly or yearly fee or a fixed allowance per meeting (honorarium) to be determined by the General Assembly of Shareholders. |
Term of Office of the Board of Directors Members |
Term of Office of the Board of Directors Members |
Members of the Board of Directors including Independent Members may be elected by the General Assembly for a term of office of three years utmost. Before election, the General Assembly shall determine the Board of Directors Members’ terms of office. The Board of Directors Members may be re-elected when their terms of office have expired. The General Assembly of Shareholders, if deem necessary, may at any time change the Members of the Board of Directors. |
Members of the Board of Directors may be elected by the General Assembly for a term of office of three years utmost. Before election, the General Assembly shall determine the Board of Directors Members’ terms of office. The Board of Directors Members may be re-elected when their terms of office have expired. The General Assembly of Shareholders, if deem necessary, may at any time change the Members of the Board of Directors. |
If a membership should become vacant due to death, loss of legal capacity, resignation, dismissal or any of the reasons pursuant to the Banking Code, the Turkish Commercial Code and the Corporate Governance Principles of the Capital Markets Board, or other relevant legislation, then, as per the applicable legislation, the Board of Directors shall temporarily appoint a person having the qualifications sought for election to the Board of Directors and submit such appointment for approval at the next meeting of the General Assembly. Upon approval in the next meeting of the General Assembly, a member appointed in this way shall complete the term of office of his predecessor. The member appointed in this way shall have the same term of office as the other members. |
If a membership should become vacant due to death, loss of legal capacity, resignation, dismissal or any of the reasons pursuant to the Banking Code, the Turkish Commercial Code or other relevant legislation, then, as per the applicable legislation, the Board of Directors shall temporarily appoint a person having the qualifications sought for election to the Board of Directors and submit such appointment for approval at the next meeting of the General Assembly. Upon approval in the next meeting of the General Assembly, a member appointed in this way shall complete the term of office of his predecessor. The member appointed in this way shall have the same term of office as the other members. |
Board of Directors Meetings and Quorum |
Board of Directors Meetings and Quorum |
The Board of Directors, each year, in its first meeting following the General Assembly of Shareholders elects a Chairman and at least one Vice Chairman who will substitute the Chairman in his absence. |
The Board of Directors, each year, in its first meeting following the General Assembly of Shareholders elects a Chairman and at least one Vice Chairman who will substitute the Chairman in his absence. |
The Board of Directors shall meet as often as needed in the course of business. The Chairman or Vice Chairman of the Board of Directors may, in their sole discretions and initiatives, call the Board of Directors for a meeting. Each of the Board Members may request from the Chairman in writing to call the Board of Directors for a meeting. |
The Board of Directors shall meet as often as needed in the course of business. The Chairman or Vice Chairman of the Board of Directors may, in their sole discretions and initiatives, call the Board of Directors for a meeting. Each of the Board Members may request from the Chairman in writing to call the Board of Directors for a meeting. |
Board meetings may be held at the Company’s headquarters or in country or abroad. |
Board meetings may be held at the Company’s headquarters or in country or abroad. |
The persons entitled to participate to the Company’s Board of Directors’ meeting may participate through electronic media pursuant to the article 1527 of the Turkish Commercial Code. The Company may either establish an Electronic Meeting System allowing the related parties to participate in the meetings and to vote through electronic media as per the provisions of the “Communique Regarding the Meetings of Commercial Companies Other Than General Assembly Meetings of Joint Stock Companies through Electronic Media” or may purchase services from system providers for this purpose. In the meetings, exercise of the rights granted to the stakeholders by the applicable law must be ensured within the scope of the provisions of the said Communiqué through the system installed or through the system for which the support service will be procured. |
The persons entitled to participate to the Company’s Board of Directors’ meeting may participate through electronic media pursuant to the article 1527 of the Turkish Commercial Code. The Company may either establish an Electronic Meeting System allowing the related parties to participate in the meetings and to vote through electronic media as per the provisions of the “Communique Regarding the Meetings of Commercial Companies Other Than General Assembly Meetings of Joint Stock Companies through Electronic Media” or may purchase services from system providers for this purpose. In the meetings, exercise of the rights granted to the stakeholders by the applicable law must be ensured within the scope of the provisions of the said Communiqué through the system installed or through the system for which the support service will be procured. |
Meeting quorum is met with the presence of at least 11 (eleven) members and resolutions are passed with the affirmative vote of at least 11 (eleven) members. In the Board meetings, a Board Member cannot vote as a representative of another Board Member, and they cannot be represented by proxy. |
Meeting quorum is met with the presence of at least 10 (ten) members and resolutions are passed with the affirmative vote of at least 10 (ten) members. In the Board meetings, a Board Member cannot vote as a representative of another Board Member, and they cannot be represented by proxy. |
Meeting minutes are drafted and posted to the resolution ledger comprising the issues discussed during the meeting as well as the names of the Board Members who were present, and it is signed by the Members who participated to the meeting. |
Meeting minutes are drafted and posted to the resolution ledger comprising the issues discussed during the meeting as well as the names of the Board Members who were present, and it is signed by the Members who participated to the meeting. |
Unless there is a request for a physical meeting, any and all types of Board of Directors’ resolution may be passed by signing of such resolution by at least 11 (eleven) members. |
Unless there is a request for a physical meeting, any and all types of Board of Directors’ resolution may be passed by signing of such resolution by at least 10 (ten) members. |
Provisions of the Corporate Governance Principles issued by the Capital Markets Board are reserved for the resolutions for which the attendance and/or affirmative vote of the Independent Members are required. |
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In order to be valid, the resolutions must be in writing and signed. |
In order to be valid, the resolutions must be in writing and signed. |
For due keeping of the documentation regarding the Board meetings, a secretariat, serving to all Board Members and reporting to the Board of Directors shall be established. |
For due keeping of the documentation regarding the Board meetings, a secretariat, serving to all Board Members and reporting to the Board of Directors shall be established. |
Duties and Authorities of the Board of Directors |
Duties and Authorities of the Board of Directors |
The management of the Company, the performance of transactions in the name of the Company, and the power to represent and bind the Company shall belong to the Board of Directors. |
The management of the Company, the performance of transactions in the name of the Company, and the power to represent and bind the Company shall belong to the Board of Directors. |
As per this Articles of Association, the Banking Code, the Turkish Commercial Code, the Capital Markets Act and the provisions of laws and regulations, the Board of Directors is authorized to take and implement resolutions on all matters which are not assigned to the exclusively authority of the General Assembly or the other bodies within its scope of management and representation authorities. |
As per this Articles of Association, the Banking Code, the Turkish Commercial Code, and the provisions of laws and regulations, the Board of Directors is authorized to take and implement resolutions on all matters which are not assigned to the exclusively authority of the General Assembly or the other bodies within its scope of management and representation authorities. |
The Board of Directors, in order to ensure to duly fulfil its duties and responsibilities, shall establish, by taking into consideration the Company needs, committees within the Company and determine committee members and their working principles and procedures as per the Turkish Commercial Code, the Banking Code, the Capital Markets Act and other applicable laws and regulations. |
The Board of Directors, in order to ensure to duly fulfil its duties and responsibilities, shall establish, by taking into consideration the Company needs, committees within the Company and determine committee members and their working principles and procedures as per the Turkish Commercial Code, the Banking Code and other applicable laws and regulations. |
The Board of Directors, through an internal guideline to be issued, is authorized to delegate the management, partially or wholly, to one or several Board Member(s) or to a third party. |
The Board of Directors, through an internal guideline to be issued, is authorized to delegate the management, partially or wholly, to one or several Board Member(s) or to a third party. |
The Board of Directors may delegate its representation authorities to one or several executive directors or third party managers provided that at least one Board Member shall keep the representation authority. |
The Board of Directors may delegate its representation authorities to one or several executive directors or third party managers provided that the provisions of the Banking Law numbered 5411 and the regulations thereof are preserved. However, at least one Board Member shall keep the representation authority.
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The followings are the non-assignable and inalienable duties and powers of the Board of Directors:
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The followings are the non-assignable and inalienable duties and powers of the Board of Directors: |
a. High-level management of the Company and the power to give relevant instructions. |
a. High-level management of the Company and the power to give relevant instructions. |
b. Determining the management organization of the Company.
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b. Determining the management organization of the Company. |
c. Establishing necessary organization for the accounting and financial planning and management and audit of the Company. |
c. Establishing necessary organization for the accounting and financial planning and management and audit of the Company. |
d. Appointment and dismissal of managers and other managerial-level personnel, and persons who hold representation and binding signatory powers. |
d. Appointment and dismissal of managers and other managerial-level personnel, and persons who hold representation and binding signatory powers. |
e. High-level supervision of management staff whether or not they comply with the legislations, the Articles of Association, internal guidelines and instructions of the Board of Directors. |
e. High-level supervision of management staff whether or not they comply with the legislations, the Articles of Association, internal guidelines and instructions of the Board of Directors. |
f. Keeping share ledger, Board of Directors resolution ledger and General Assembly meeting minutes; issuing the annual activity report and statement regarding compliance with corporate governance rules; submitting the same to the General Assembly; preparing the General Assembly meetings; and implementing General Assembly meeting resolutions. |
f. Keeping share ledger, Board of Directors resolution ledger and General Assembly meeting minutes; issuing the annual activity report and statement regarding compliance with corporate governance rules; submitting the same to the General Assembly; preparing the General Assembly meetings; and implementing General Assembly meeting resolutions. |
g. Notifying the court if the share capital of the Company is in debt. |
g. Notifying the court if the share capital of the Company is in debt. |
Duties and Authorities of the Credit Committee |
Duties and Authorities of the Credit Committee |
The Credit Committee is a board consisting of five members being the General Manager or his deputy and four members elected by the Board of Directors among its members at its first meeting following the annual meeting of the ordinary General Assembly of Shareholders.
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The Credit Committee is a board consisting of minimum three maximum five members being the General Manager or his deputy and minimum two and maximum four members elected by the Board of Directors among its members at its first meeting following the annual meeting of the ordinary General Assembly of Shareholders. |
Two alternate members shall also be elected to serve in case any Credit Committee member who is absent due to his reasonable grounds. This Committee is responsible for performance of the duties specified in the Banking Code and other related legislation. The unanimous decisions of the Committee shall be directly implemented, while those adopted by a majority shall be implemented after the approval of the Board of Directors. |
Two alternate members shall also be elected to serve in case any Credit Committee member who is absent due to his reasonable grounds. This Committee is responsible for performance of the duties specified in the Banking Code and other related legislation. The unanimous decisions of the Committee shall be directly implemented, while those adopted by a majority shall be implemented after the approval of the Board of Directors. |
The Credit Committee is obliged to keep a committee resolutions book in accordance with the provisions of the Banking Code. |
The Credit Committee is obliged to keep a committee resolutions book in accordance with the provisions of the Banking Code. |
The Credit Committee may decide to extend credit facilities within the limits and authorities delegated by the Board of Directors within the frame of the rules determined by the Banking Regulation and Supervision Agency. |
The Credit Committee may decide to extend credit facilities within the limits and authorities delegated by the Board of Directors within the frame of the rules determined by the Banking Regulation and Supervision Agency. |
Corporate Governing Principles |
Corporate Governing Principles |
The Corporate Governance Principles, implementation of which is made obligatory by Capital Market Board shall be complied with. The transactions made and the Board of Directors’ resolutions given without complying with the obligatory principles are null and void and deemed contrary to Articles of Association. |
Banking Regulation and Supervision Agency’s regulations in this regard are observed. |
In terms of the implementation of Corporate Governance Principles, transactions and the counterparty transactions of the company that are deemed essential shall be in comply with regulations regarding the Corporate Governance Principles of Capital Market Board Respected provisions and other relevant legislation provisions of the Banking Regulation and Supervision Agency shall be reserved. |
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Prohibited Transactions |
Prohibited Transactions |
The Chairman and members of the Board of Directors as well as the Chairman and members of the Credit and Audit Committees, the General Manager, the Deputy General Manager and the Assistant General Managers comply with the provisions of the Turkish Commercial Code, the Banking Code, the Capital Markets Act and other related laws and regulations on the acts and transactions that may not engage in. |
The Chairman and members of the Board of Directors as well as the Chairman and members of the Credit, Audit and Corporate Governance Committees, the General Manager, the Deputy General Manager and the Assistant General Managers comply with the provisions of the Turkish Commercial Code, the Banking Code, and other related laws and regulations on the acts and transactions that may not engage in.
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sectıon fıve |
sectıon fıve |
AUDITOR |
AUDITOR |
The General Assembly of Shareholders shall elect an Auditor and a Group Auditor for the group companies among those meeting the terms and conditions sought in the Turkish Commercial Code, the Banking Legislation, the Capital Markets Legislation, to audit the Company’s and the group companies’ financial statements and any other reports required to be audited under the legislation including annual activity report of the Board of Directors. The Auditor and the Group Auditor can be the same person. If no Group Auditor is appointed, the Auditor is considered to be the auditor of the group companies’ financial statements. The elected Auditor shall be registered and published in the Turkish Trade Registry Gazette and announced on the Company’s web site. |
The General Assembly of Shareholders shall elect an Auditor and a Group Auditor for the group companies among those meeting the terms and conditions sought in the Turkish Commercial Code and the Banking Legislation, to audit the Company’s and the group companies’ financial statements and any other reports required to be audited under the legislation including annual activity report of the Board of Directors. The Auditor and the Group Auditor can be the same person. If no Group Auditor is appointed, the Auditor is considered to be the auditor of the group companies’ financial statements. The elected Auditor shall be registered and published in the Turkish Trade Registry Gazette and announced on the Company’s web site. |
Relevant provisions of the Turkish Commercial Code, Banking Legislation and Capital Markets Legislation shall apply to audit of the Company. |
Relevant provisions of the Turkish Commercial Code and Banking Legislation shall apply to audit of the Company. |
Dividend Distribution |
Dividend Distribution |
The amount remaining after taxes have been deducted from the trade profit which is the amount after deduction from the revenues of the Company from its transactions within the fiscal year, of any and all expenses; amounts of depreciation; interests and commissions paid; salaries, wages, bonuses and all other similar overheads paid to the Company's employees; all other expenses incurred for the management and conduct of the Company's business; as well as any and all kinds of socially and philanthropically-oriented payments, provisions and reserves shall represent the Company's fiscal year’s net profit. The provisions of the Turkish Commercial Code, Banking and Capital Markets Legislation are however reserved for the calculation of the fiscal year’s net profit. |
The amount remaining after taxes have been deducted from the trade profit which is the amount after deduction from the revenues of the Company from its transactions within the fiscal year, of any and all expenses; amounts of depreciation; interests and commissions paid; salaries, wages, bonuses and all other similar overheads paid to the Company's employees; all other expenses incurred for the management and conduct of the Company's business; as well as any and all kinds of socially and philanthropically-oriented payments, provisions and reserves shall represent the Company's fiscal year’s net profit. The provisions of the Turkish Commercial Code and Banking Legislation are however reserved for the calculation of the fiscal year’s net profit. |
As a rule no profit may be distributed unless and until the accumulated losses from previous years are off-set.
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As a rule no profit may be distributed unless and until the accumulated losses from previous years are off-set. |
Of the fiscal year’s net profit calculated as above; |
Of the fiscal year’s net profit calculated as above; |
A) |
A) |
2- 5 % of the issued capital shall be set aside as a first dividend from the balance. |
2- 5 % of the issued capital shall be set aside as a first dividend from the balance. |
B) Of the amount of net profit remaining after deduction of the legal reserves, and first dividend stipulated in the paragraph (A) above; |
B) Of the amount of net profit remaining after deduction of the legal reserves, and first dividend stipulated in the paragraph (A) above; |
1- 7% of part corresponding to 60,000 (sixty thousand) shares worth TL 30,000,000 (thirty million Turkish Liras) corresponding to the Company’s capital in 1980 prior to the most recent capital stock increase based on the 1982 amendment of the Articles of Association, may be distributed to the holders of founder's jouissance shares; |
1- 7% of part corresponding to 60,000 (sixty thousand) shares worth TL 30,000,000 (thirty million Turkish Liras) corresponding to the Company’s capital in 1980 prior to the most recent capital stock increase based on the 1982 amendment of the Articles of Association, may be distributed to the holders of founder's jouissance shares; |
2- 10% utmost thereof may be distributed to the members of the Board of Directors; |
2- 10% utmost thereof may be distributed to the members of the Board of Directors; |
3- 10% utmost thereof may be distributed to the Bank's employees. |
3- 10% utmost thereof may be distributed to the Bank's employees. |
4- The General Assembly of Shareholders has the authority to decide whether all or part of the balance is to be distributed as a dividend to the shareholders or whether all or part of it is to be added to the extraordinary reserves. |
4- The General Assembly of Shareholders has the authority to decide whether all or part of the balance is to be distributed as a dividend to the shareholders or whether all or part of it is to be added to the extraordinary reserves. |
5- Following the distribution of the dividend of five percent to the shareholders set forth under article A paragraph 2 above, ten percent of the total amount to be distributed from the net profit to other stakeholders shall be added to the legal reserves. |
5- Following the distribution of the dividend of five percent to the shareholders set forth under article A paragraph 2 above, ten percent of the total amount to be distributed from the net profit to other stakeholders shall be added to the legal reserves. |
The General Assembly of Shareholders has the authority to decide whether the dividends mentioned in paragraphs (A) and (B) above other than the legal reserves and provisions are to be either distributed or retained and added to the extraordinary reserves. |
The General Assembly of Shareholders has the authority to decide whether the dividends mentioned in paragraphs (A) and (B) above other than the legal reserves and provisions are to be either distributed or retained and added to the extraordinary reserves. |
Provided that there is a net profit which may be distributed, the holders of founder's jouissance shares shall receive their dividend shares even if the Company has resolved not to distribute dividend. |
Provided that there is a net profit which may be distributed, the holders of founder's jouissance shares shall receive their dividend shares even if the Company has resolved not to distribute dividend. |
In accordance with the law and this Articles of Association, all shareholders are entitled to participate to the net profit which will be distributed in accordance with the provisions of the Turkish Commercial Code and Banking Legislation and Capital Markets Legislation pro rata to his shareholding in the company’s share capital. |
In accordance with the law and this Articles of Association, all shareholders are entitled to participate to the net profit which will be distributed in accordance with the provisions of the Turkish Commercial Code and Banking Legislation pro rata to his shareholding in the company’s share capital. |
Legal Reserves |
Legal Reserves |
Each year five percent of the net profit must be set aside as legal reserve until the reserve amount reaches to twenty percent of the issued capital. |
Each year five percent of the net profit must be set aside as legal reserve until the reserve amount reaches to twenty percent of the issued capital. |
The legal reserves may only be used to offset losses, to take necessary measures to keep the enterprise functioning or to avoid the unemployment and to mitigate its impacts at the times of embarrassed business until it reaches to the half of the issued capital. In the event of the depletion of the legal reserves as a result of such offsetting, legal reserves shall continue to be set aside until the deficiency has been eliminated. The provisions of the Banking Code are however reserved. |
The legal reserves may only be used to offset losses, to take necessary measures to keep the enterprise functioning or to avoid the unemployment and to mitigate its impacts at the times of embarrassed business until it reaches to the half of the issued capital. In the event of the depletion of the legal reserves as a result of such offsetting, legal reserves shall continue to be set aside until the deficiency has been eliminated. The provisions of the Banking Code are however reserved. |
In case the Company duly acquires its own shares in accordance with the relevant legislation, legal reserves amounting to the acquisition price of those shares shall be set aside. Those legal reserves shall be dissolved in the amount of the acquisition price in case the said shares are transferred or removed. The provisions of the Banking Code, the Turkish Commercial Code and the Capital Markets Act and other applicable legislation are however reserved. |
In case the Company duly acquires its own shares in accordance with the relevant legislation, legal reserves amounting to the acquisition price of those shares shall be set aside. Those legal reserves shall be dissolved in the amount of the acquisition price in case the said shares are transferred or removed. The provisions of the Banking Code, the Turkish Commercial Code and other applicable legislation are however reserved. |
Termination of the Company’s Activities |
Termination of the Company’s Activities |
The provisions of the Turkish Commercial Code, Banking Legislation and the Capital Markets Legislation shall apply to the termination or dissolution of the Company, its liquidation, the appointment and dismissal of the liquidators and the consequences of its liquidation. |
The provisions of the Turkish Commercial Code and Banking Legislation shall apply to the termination or dissolution of the Company, its liquidation, the appointment and dismissal of the liquidators and the consequences of its liquidation. |
Validity of the Legal Provisions |
Validity of the Legal Provisions |
The provisions of the Turkish Commercial Code, the Banking Code, the Capital Markets Act and other applicable laws and legislation shall apply on all matters not specified in this Articles of Association. |
The provisions of the Turkish Commercial Code, the Banking Code, and other applicable laws and legislation shall apply on all matters not specified in this Articles of Association. |