Pre-Annual General Meeting Information • Apr 9, 2025
Pre-Annual General Meeting Information
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The Annual General Meeting (AGM) of our bank shall be held on March 27, 2025, Thursday, at 11:00, at the address of İş Kuleleri 34330 Levent, Istanbul, at the Head Office/Auditorium Building to discuss the agenda items mentioned below. Our shareholders may also participate the AGM electronically, either in person or by proxy according to Article 1527 of the Turkish Commercial Code No. 6102. The shareholders or their representatives who will attend the meeting electronically must have secure e-signature.
The persons who own at least
may attend the meeting personally or by proxy.
Our shareholders can obtain detailed information from MKK internet address (https://egk.mkk.com.tr) regarding the transactions that can be carried out electronically, including participation in the general assembly, appointment of a representative/proxy, making suggestions, expressing opinions, voting and declaring dissenting opinion.
Shareholders who will attend the AGM physically should submit their identity cards bearing the TR identity number on the meeting day; shareholders who will attend the meeting electronically should be registered in the Electronic General Meeting System (EGMS) (https://egk.mkk.com.tr) of Central Registry Agency (CRA) at least one day before the meeting until 21:00. For our shareholders or their representatives who state that they will attend the meeting electronically and do not change this preference, it will not be possible to attend the meeting physically.
Shareholders who have the right to attend the AGM, may exercise their rights by means of deputizing a representative/proxy.
The representatives/proxy who will attend the meeting should submit;
It is possible for the custody institutions to attend the AGM as "Depositor's Representative" provided that they are identified in the EGMS in order to represent the shareholders whose shares are in safe custody with such institutions. In case these custody institutions appoint and authorize their employees in order to physically attend the AGM, these employees shall submit their authorization documents in addition to the "Power of Attorney Related to Deposited Shares" and "Instruction Notification Form", as attached herewith (Annex: 2/a and Annex: 2/b).
If the shareholder is a legal entity or a governmental entity, then the identity cards (bearing the TR Identity Number) along with the certificates of authorization of those who are authorized to represent and bind the legal entity should be submitted.
In accordance with the provisions of Article 18 of the Turkish Banking Law No. 5411; any acquisition of shares that result in the acquisition by one person directly or indirectly of shares representing ten percent or more of the capital of a bank or if shares held directly or indirectly by one shareholder exceed ten percent, twenty percent, thirty-three percent or fifty percent of the capital as a result thereof, and assignments of shares that result in shares held by one shareholder falling below these percentages, are subject to the permission of the Banking Regulatory and Supervisory Authority. In accordance with the Banking Law, and the Regulation on Permit-required Activities and Indirect Share Ownership of the Banks, in the case of share assignments of this kind, the permission of the Banking Regulatory and Supervisory Authority is required.
In this aspect, if there is any acquisition of shares requiring a permission from the Banking Regulatory and Supervisory Authority or any change in the share ownership percentages of our legal entity shareholders requiring the permission of the Banking Regulatory and Supervisory Authority, the submission of the document showing that the permission has been granted before the Bank's AGM is required.
As per the article 29 of the Capital Market Law, registered mail for the call of AGM will not be posted to our shareholders.
According to the Turkish Commercial Code no. 6102 and the Article 49 Incorporation,
The Annual Report including the Financial Statements of 2024, Board of Directors' Report and Independent Auditor's Report will be submitted for our shareholders' review in line with the related legal periods on the Public Disclosure Platform, the Bank's internet address of www.isbank.com.tr and at the EGMS internet website (https://egk.mkk.com.tr) of the CRA as well as our branches.
The attendance of our esteemed shareholders is requested on the day and time stated above.
| Nominal (TL) | Number of Shares | Voting Rights (**) | |
|---|---|---|---|
| İşbank Personnel Supplementary Pension Fund |
|||
| Group A | 355.324 | 35,532 | 35,532 |
| Group B | 9,488.300 | 948,830 | 948,830 |
| Group C | 9,665,347,069.048 | 241,633,676,726.200 | 966,534,706,905 |
| Atatürk Shares | |||
| Group A | 275.676 | 27,568 | 27,568 |
| Group B | 8,237.690 | 823,769 | 823,769 |
| Group C | 7,023,004,412.215 | 175,575,110,305.375 | 702,300,441,222 |
| Shares Bought Back (***) | |||
| Group C | 416,200,364.312 | 10,405,009,107.800 | - |
| Free Float | |||
| Group A | 369.000 | 36,900 | 36,900 |
| Group B | 11,274.010 | 1,127,401 | 1,127,401 |
| Group C | 7,895,418,154.425 | 197,385,453,860.625 | 789,541,815,443 |
| Total | |||
| Group A | 1,000.000 | 100,000 | 100,000 |
| Group B | 29,000.000 | 2,900,000 | 2,900,000 |
| Group C | 24,999,970,000.000 | 624,999,250,000 | 2,458,376,963,570 |
1. Shareholding Structure and Voting Rights (*)
(*) As of 27.02.2025
(**) According to the Turkish Commercial Code no. 6102 and the Article 49 of İşbank Articles of Incorporation,
(***) As per the Board decision and BRSA's approval both of which are dated 17.08.2018 Group (C) shares at a nominal value of TL 130,000,000 were bought back in 2018. As a result of our Bank's bonus issue on 14.06.2022, the balance was 288,883,023 and our Bank's bonus issue on 27.02.2024, the balance reached 722,200,364.312 and declined to 416,200,364.312 as a result of the disposal of 306,000,000 buy-back shares.
There is no change in the management and activities of the Bank's affiliates which will materially affect the Bank's activities. Furthermore, issues which will materially affect the Bank's activities are disclosed publicly in accordance with the relevant legislation.
None.
None.
Amendment of the articles 5, 29 and 38 of the Articles of Incorporation will be submitted for the approval of the General Assembly (Annex: 4).
In accordance with the relevant legislation and the Bank's Articles of Incorporation, the Council of
Chairmanship will be established.
The 2024 Financial Statements and the Annual Report including the Board of Directors and the Independent Auditors' Reports, which are submitted to our shareholders' review on the Bank's internet address of www.isbank.com.tr, on the EGMS internet website (https://egk.mkk.com.tr) of the CRA and in our branches within the relevant legal periods, will be discussed, and the Annual Report and Financial Statements will be submitted to our shareholders for their opinion and approval.
In accordance with the relevant legislation, discharge of the members of the Board of Directors with regards to the transactions and accounts for the year 2024 will be submitted to the approval of the shareholders.
Within the context of the permission granted by the BRSA, the proposal of the Board of Directors regarding the utilization of 2024 profit will be submitted to the approval of the General Assembly (Annex: 3).
The remuneration of the Board Members will be determined by the General Assembly, in accordance with the relevant legislation and the principles in the Articles of Incorporation.
The selection of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the independent audit company of our Bank's financial statements for 2025 and for the sustainability audit of the reports to be prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority for the years 2024 and 2025 will be submitted to the approval of the General Assembly.
The authorization of the Board Members to conduct business in accordance with Article 395 of Turkish Commercial Code titled as "Prohibition to Conduct Business with a Company, Borrowing from a Company" and Article 396 titled as "Prohibition of Competition" will be submitted for the approval of the General Assembly.
Approvals of the Banking Regulation and Supervision Agency, Capital Markets Board and the Ministry of Trade have been obtained regarding the amendment of the article 5. Approvals of the Banking Regulation and Supervision Agency and Capital Markets Board have been obtained regarding the amendment of the articles 29 and 38 of the Articles of Incorporation. At the stage of the announcement of this document, the approval process for the amendment of the articles 29 and 38 of the Articles of Incorporation has been ongoing. Information regarding the amendments will be provided to the General Assembly, and a proposal for the amendments to the aforementioned articles, as attached, will be submitted to the General Assembly for approval (Annex: 4).
The shareholders will be informed with regard to the donations made in 2024 in accordance with the relevant legislation.
The shareholders will be informed about the transactions executed regarding the relevant Capital Markets Board Corporate Governance Principle no. 1.3.6, in case there are any.
Pursuant to the relevant provisions of the Capital Markets Board's Communiqué on Buy-Back Shares, information will be provided regarding the disposal of our bank's shares, which were bought back in 2018 through a Board of Directors' decision, in accordance with the same Communiqué's provisions in 2024.
Within the scope of our bank's commitment to the Net Zero Banking Association established by the United Nations, our shareholders will be informed about the determination of targets for reducing the emissions arising from the loan portfolio.
I, the undersigned, hereby appoint, empower and delegate ...................................................................... as identified in details hereinbelow, as my proxy holder fully authorized to represent me, and vote and make proposals and sign the required documents on behalf of me, in accordance with my opinions cited below, in the Annual General Meeting of Türkiye İş Bankası .A.Ş. to be held on Thursday, March 27th, 2025 at 11:00 at the address of İş Bank's Headquarters/Auditorium Building located in İş Kuleleri 34330 Levent/İstanbul
Proxy Holder's (*); First Name, Last Name/Company's Name: T.R. Identity No./Tax Identity No., Trade Registry and Number and MERSIS Number:
(*) For foreign proxy holders, the equivalents, if any, of the information required should be provided.
For parts 1 and 2 below, only one of the alternatives (a), (b) or (c) shall be chosen to determine the scope of power of attorney.
If the shareholder chooses the option (c), instructions on the relevant agenda topic are given by marking one of the options (acceptance or rejection) shown beside the relevant agenda topic and if the 'rejection' option is chosen, by stating the dissention requested to be included in the minutes of the general assembly meeting.
| Agenda Items | Acceptance | Rejection | Dissenting Opinions |
|---|---|---|---|
| 1. Opening Ceremony, establishment of the Council of Chairmanship |
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| 2. Discussion of 2024 Annual Report of the Board of Directors, Financial Statements, the Independent Auditors' Reports and ratification of the Annual Report of the Board of Directors and Financial Statements |
|||
| 3. Discharge of the members of the Board of Directors from their responsibilities for the transactions and accounts of the year 2024 |
|||
| 4. Decision of allotment of 2024 dividends which is subject to the permits to be obtained and the completion of procedures |
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| 5. Determination of the allowance for the members of the Board of Directors |
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| 6. Selection of the Audit Company |
| Agenda Items | Acceptance | Rejection | Dissenting Opinions |
|---|---|---|---|
| 7. Permitting the Members of the Board of Directors as per articles 395 and 396 of the Turkish Commercial Code |
|||
| 8. Amendment of the articles 5, 29 and 38 of the Articles of Incorporation |
|||
| 9. Presenting information to the shareholders about the donations |
Item of Information | ||
| 10. Presenting information to the shareholders on the subjects held in Capital Markets Board Corporate Governance Communique principle no. 1.3.6 |
Item of Information | ||
| 11. Presenting information about disposal of buy-back shares |
Item of Information | ||
| 12. Presenting information about our bank's decarbonization plan |
Item of Information |
SPECIAL INSTRUCTIONS: Special instructions, if any, of the shareholder to the proxy are stated herein.
B) Shareholder indicates the shares requested to be represented by the proxy holder by marking one of the following options
1. I am approving the representation by the proxy holder of my shares as detailed below.
a) Group:
2. I am approving the representation by the proxy holder of all of my shares shown in the list of shareholders eligible for attending the general assembly meeting, which is prepared by CRA one day before the date of general assembly meeting
TR Identity No./Tax Identity No, Trade Registry and Number and MERSIS Number: Address:
(*) For foreign proxies, the equivalents, if any, of such information should be provided. SIGNATURE1
1 Our shareholders who have the right to attend the general assembly and want to exercise their rights by appointing a proxy with a physical power of attorney must appoint a proxy by having the signature on the physically prepared power of attorney form approved or by attaching the signature declaration prepared before a notary public to the signed power of attorney form.
| (1) Name Surname/Title: | |
|---|---|
| (2) National ID/Tax ID/MERSIS Number: | |
| (3) Address: |
| (4) Name Surname/Title: | |
|---|---|
| (5) Tax ID/MERSIS Number: | |
| (6) Address: | |
| (7) Number of Shares to be Consigned and Total | |
| Nominal Amount: |
The consigned is authorized to attend the general assembly meeting, a right comes out from the share/s defined above by the consigned and vote regarding the agenda items within the framework of instructions given by the depositor before every general assembly. (Date)
Depositor Consigned
Seal/Signature Seal/Signature
1) The owner of the share shall be written.
2) If the shareholder is a Turkish Republic citizen real person, national ID number shall be written, if the shareholder is a legal entity, MERSIS/tax ID number shall be written. If the shareholder is foreigner, either foreigner ID number or tax ID number shall be written.
3) The address shall be written.
4) Name and surname of the consigned person or title of the intermediary firm shall be written.
5) The tax ID number or MERSIS number of the consigned shall be written.
6) The address of the consigned shall be written.
The number and total nominal value of the shares to be consigned shall be written. However, in case the shares which are monitored in a dematerialized way as per Article 13 of Capital Markets Code, it can be defined here by writing the account number in custody institution that the shares are in.
| (I) GENERAL MEETING | ||
|---|---|---|
| The Company That Holds | ||
| General Meeting | ||
| Date of General Meeting | ||
| (II) INSTRUCTIONS REGARDING THE AGENDA ITEMS | ||
| Agenda | ||
| Item | Vote | Explanation ( ) |
| 1 | ACCEPT□ DECLINE □ | |
| 2 | ACCEPT□ DECLINE □ | |
| 3 | ACCEPT□ DECLINE □ | |
| 4 | ACCEPT□ DECLINE □ | |
| 5 | ACCEPT□ DECLINE □ | |
| 6 | ACCEPT□ DECLINE □ | |
| 7 | ACCEPT□ DECLINE □ | |
| 8 | ACCEPT□ DECLINE □ | |
| 9 | Item of Information | |
| 10 | Item of Information | |
| 11 | Item of Information | |
| 12 | Item of Information |
If any, the depositor can write explanations regarding the agenda item to this part. If a dissenting opinion is wanted to be recorded besides the instruction of "decline" voting, this issue shall be written in the explanations part.
| Annex: 3 | ||||||
|---|---|---|---|---|---|---|
| T. IS BANKASI A.S. 2024 PROFIT DISTRIBUTION TABLE (TL) | ||||||
| 1. Paid-in Capital | 25,000,000,000.00 | |||||
| 2. Legal Reserves (According to Legal Records) | 14,795,604,802.80 | |||||
| Information on privileges distribution, if any, in the Articles of Incorporation | Group (A) and (B) shares, have priority rights in distribution of profits pursuant to Article 58 of our Articles of Incorporation. |
|||||
| According to Legal Records | ||||||
| 3. | Gross Profit * | 40,031,215,112.78 | ||||
| 4. | Taxes ( - ) | (-) 7,343,678,017.83 | ||||
| 5. | Net Profit ( = ) | 47,374,893,130.61 | ||||
| 6. | Losses in the Previous Periods ( - ) | - | ||||
| 7. | Legal Reserves ( - ) | 2,363,727,628.38 | ||||
| 8. | NET DISTRIBUTABLE PROFIT (=) | 45,011,165,502.23 | ||||
| 9. | Donations Made During the Year ( + ) | |||||
| 10. | Net Distributable Profit Including Donations | 45,011,165,502.23 | ||||
| First Dividend to Shareholders | ||||||
| -Cash | 1,499,998,200.00 | |||||
| 11. | -Bonus | - | ||||
| -Total | 1,499,998,200.00 | |||||
| 12. | Dividend Distributed to Owners of Privileged Shares ** | 6,340.99 | ||||
| 13. | Dividend Distributed to Employees | 994,682,205.88 | ||||
| 14. | Dividend Distributed to Owners of Redeemed Shares *** | 4,973.41 | ||||
| 15. | Second Dividend to Shareholders | 3,051,735,485.59 | ||||
| 16. | Legal Reserves | 429,642,720.59 | ||||
| 17. | Third Dividend to Shareholders | 0.00 | ||||
| 18. | Legal Reserves | 0.00 | ||||
| 19. | Statutory Reserves | - | ||||
| 20. | Special Reserves **** | 100,340,563.00 | ||||
| 21. | EXTRAORDINARY RESERVES | 38,934,755,012.77 | ||||
| 22. | Other Items Proposed to be Distributed | 0,00 |
* The provision provided for employee dividend distribution and prior years' profit arising from various legislative arrangaments have been added to distributable profit.
** Total amount of dividend distributed to owners of privileged shares at the end of the first and second distribution.
*** Dividend to founders' shares.
**** Total of the amount of the profit that is allocated to be added to the capital from sale of real estates.
| DIVIDEND RATIO TABLE | ||||||
|---|---|---|---|---|---|---|
| GROUP | TOTAL AMOUNT OF DIVIDEND (TL) |
TOTAL AMOUNT OF DIVIDEND / NET DISTRIBUTABLE PROFIT |
DIVIDEND PER SHARE WITH A NOMINAL VALUE OF THE TL 1 |
|||
| CASH (TL) | BONUS (TL) | RATIO (%) * | AMOUNT (TL) | RATIO (%) | ||
| GROSS ** |
A | 352.97 | - | 0.3529700 | 35.29700 | |
| B | 5,988.02 | - | 10.11 | 0.2064834 | 20.64834 | |
| C | 4,551,733,685.59 | - | 0.1820695 | 18.20695 | ||
| Founders' Shares *** |
4,973.41 | 2.0233564 | ||||
| TOTAL | 4,551,744,999.99 | - | ||||
| NET | A | 300.02 | - | 0.3000245 | 30.00245 | |
| B | 5,089.82 | - | 8.60 | 0.1755109 | 17.55109 | |
| C | 3,868,973,632.75 | - | 0.1547591 | 15.47591 | ||
| Founders' Shares *** |
4,227.40 | 1.7198529 | ||||
| TOTAL | 3,868,983,249.99 | - |
* The ratios are calculated for the total amount of dividend.
** Tax withholding shall not be deducted from the cash dividend payments made to unlimited liable taxpayer institutions
and limited liable taxpayer institutions that has offices or permanent representatives in Türkiye.
*** There are 2.458 founders' shares and the amount given in the above table is for 1 founders' share.
| ARTICLE NUMBER |
PREVIOUS VERSION | NEW VERSION |
|---|---|---|
| 5 | Capital | Capital |
| The Corporation has accepted the registered Capital system pursuant to the provisions of the Capital Market Law, and adopted the registered Capital system as per the Capital Market Board permission dated 6.3.1997 and Nr.2683. The maximum level of registered Capital of the Corporation is TRY 25,000,000,000 (twentyfive billion). |
The Corporation has accepted the registered Capital system pursuant to the provisions of the Capital Market Law, and adopted the registered Capital system as per the Capital Market Board permission dated 6.3.1997 and Nr.2683. The maximum level of registered Capital of the Corporation is TRY 100,000,000,000 (onehundred billion). |
|
| The issued and fully paid Capital of the Corporation is TL 25,000,000,000 (twentyfive billion) and TL 1,000 of it is composed of Group (A) shares each of which worth 1 Kurus, TL 29,000 of it is composed of Group (B) shares each of which worth 1 Kurus and TL 24,999,970,000 of it is composed of Group (C) shares each of which worth 4 Kurus. |
The issued and fully paid Capital of the Corporation is TL 25,000,000,000 (twentyfive billion) and TL 1,000 of it is composed of Group (A) shares each of which worth 1 Kurus, TL 29,000 of it is composed of Group (B) shares each of which worth 1 Kurus and TL 24,999,970,000 of it is composed of Group |
|
| The registered Capital maximum level permission granted by the Capital Market Board is valid between 2023 and 2027 (5 years). Even if the registered Capital maximum level is not reached by the end of 2027; the Board of Directors, in order to be able to resolve for another Capital increase after 2027, is obliged to obtain permission from the Capital Markets Board for the previously permitted or a new maximum level amount and then obtain authorization from the General Assembly for a new time period which shall not be more than five years. Unless such authorization is received, a Capital increase cannot be made by a resolution of the Board of Directors. |
(C) shares each of which worth 4 Kurus. The registered Capital maximum level permission granted by the Capital Market Board is valid between 2025 and 2029 (5 years). Even if the registered Capital maximum level is not reached by the end of 2029; the Board of Directors, in order to be able to resolve for another Capital increase after 2029, is obliged to obtain permission from the Capital Markets Board for the previously permitted or a new maximum level amount and then obtain authorization from the General Assembly for a new time period which shall not be more than five years. Unless such authorization is received, a Capital increase cannot be made by a resolution of the Board of Directors. |
|
| The Board of Directors is authorized to increase the issued Capital by issuing registered shares up to the maximum level of the registered Capital in accordance with the provisions of the Capital Market Law and the relevant legislation, whenever it deems necessary. However, no new shares can be issued |
The Board of Directors is authorized to increase the issued Capital by issuing registered shares up to the maximum level of the registered Capital in accordance with the provisions of the Capital Market Law and the relevant legislation, whenever it deems necessary. |
|
| unless all the issued shares are sold and their values are collected. All the shares of the Corporation are strictly required to be issued in return for cash; all of them must be registered. |
However, no new shares can be issued unless all the issued shares are sold and their values are collected. All the shares of the Corporation are strictly required to be issued in return for cash; all of them must be registered. |
| 29 Chairmanship Chairmanship Every year, following the General The Board of Directors shall elect from Assembly, the Board of Directors shall among themselves a Chairman and at elect from among themselves a Chairman least one Deputy-Chairman to act in his and a Deputy-Chairman to act in his absence. The post of the secretary may be entrusted to one of the members or to a entrusted to one of the members or to a non-member. non-member. 38 Powers Powers The conduct of all administrative The conduct of all administrative business of the Bank shall be entrusted to the General Manager. Reserving the the General Manager. The transfer, gratification or punishment of and the circumstances in which Board of Directors grants authorization or amounts of salaries and remunerations to delegation according to articles of be paid to the Assistant General Managers, Managers, Assistant Managers hereby this Articles of Incorporation, the transfer, gratification or punishment and Sub Managers, as well as the of and the amounts of salaries and appointment and dismissal of authorized signatories at all levels, shall be General Managers, Managers, Assistant determined by the Board of Directors Managers and Sub Managers, as well as upon the proposal of the General the appointment and dismissal of Manager. authorized signatories at all levels, shall be determined by the Board of Directors In urgent situations, when appointments upon the proposal of the General or transfers to such positions are made Manager. and, where necessary, the power to sign is given, the matter shall be submitted for The appointment, transfer, gratification approval to the first subsequent meeting and punishment of all other officials of of the Board of Directors. the Bank shall be carried out by the General Manager. The appointment, transfer, gratification and punishment of all other officials of |
ARTICLE NUMBER |
PREVIOUS VERSION | NEW VERSION |
|---|---|---|---|
| absence. The post of the secretary may be | |||
| from the General Manager. The General Manager. provisions of Banking legislation and other related legislations are reserved. All officials of the Bank take their orders from the General Manager. The provisions of Banking legislation and other related legislations are |
the Bank shall be carried out by the | business of the Bank shall be entrusted to remunerations to be paid to the Assistant All officials of the Bank take their orders |
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