AGM Information • Feb 27, 2025
AGM Information
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The Bank's Ordinary General Assembly shall convene on 26 March 2025 Wednesday at 15:00 at the address of Yapı Kredi Plaza D Blok Conference Hall, Levent-Beşiktaş-İstanbul, to review the activities of the past year, and to discuss and resolve the agenda items given below.
The 2024 Financial Tables, Independent Auditor's Report, Board of Directors' Integrated Annual Report (including the Dividend Distribution Proposal, Corporate Governance Compliance Report, Corporate Governance Information Form and the explanations on compliance with Sustainability Principles) and this Information Document containing the agenda items and announcements required for compliance with Capital Market Board regulations shall be made available to Shareholders at the Bank's Head Office, branch offices, on the Bank's corporate website at www.yapikredi.com.tr, and on the Electronic General Assembly system of the Central Registry Agency three weeks prior to the meeting, excluding the announcement and meeting days in accordance with legal requirements.
Without prejudice to the rights and obligations of the shareholders who will participate electronically, shareholders unable to attend the meeting in person must draw up a proxy form as predicted by the legislation, or obtain a copy of the proxy form from the Bank's Head Office or the Bank's corporate website at www.yapikredi.com.tr. The proxy forms must meet the requirements laid out in Communiqué No. II-30.1 on the Use of Proxy Vote and Proxy Collection through Invitation, enacted on 24 December 2013 and published in Official Gazette No. 28861. A proxy form is not mandatory for proxies appointed electronically through the Electronic General Meeting System. The proxy authorizations that do not comply with the proxy authorization model indicated in the said Communiqué and invitation to General Assembly in the appendix shall not be deemed valid due to the legal liability of the Bank.
Shareholders intending to vote via the Electronic General Meeting System are asked to obtain information from the Central Registry Agency, our Bank's corporate website at www.yapikredi.com.tr, or the Banking and CMB Legislation Department of the Bank's Head Office (Tel: 0212 339 6431-0212 339 7380) to ensure that they fulfill their obligations as part of the Regulation on Electronic Shareholders Meetings for Joint Stock Corporations.
In accordance with Paragraph 4 of Article 415 of Turkish Commercial Code No. 6102, and Paragraph 1 of Article 30 of the Capital Markets Law, the right to attend a general assembly and to vote shall not be made conditional on depositing of share certificates. Accordingly, shareholders who wish to participate in the General Assembly are not obligated to block their shares.
In accordance with the Law on the Protection of Personal Data numbered 6698, detailed information about the processing of your personal by our Bank can be obtained from disclosure "Explanatory Information Regarding Processing and Transfer of Personal Data" is shared with the public on www.yapikredi.com.tr website.
At the Ordinary General Assembly, votes relating to the agenda items shall be made as open voting by raising hands, without prejudice to the provisions regarding electronic voting.
All right holders and stakeholders as well as the press are invited to the General Assembly Meeting.
As per the provisions of the Capital Markets Law, holders of registered shares traded on the stock exchange will not receive a separate registered letter informing them of the meeting.
Respectfully submitted to shareholders.
YAPI ve KREDİ BANKASI A.Ş. BOARD OF DIRECTORS Address: Yapı Kredi Plaza D Blok, 34330, Levent-İstanbul Trade Registry and Number: İstanbul / 32736
Additional explanations, required in accordance with the Capital Markets Board (CMB) Corporate Governance Communiqué No. II-17.1, are made in the relevant articles of the agenda below, while other mandatory general explanations are provided in this section:
The current shareholding structure and voting rights of the Bank are as follows. The Bank has no privileged shares.
| Shareholder | Share Amount (TL) |
Equity Ratio (%) |
Voting Right | Voting Right (%) |
|---|---|---|---|---|
| Koç Finansal Hizmetler A.Ş. | 3.459.065.642,23 | 40,95 | 345.906.564.223 | 40,95 |
| Koç Holding A.Ş. | 1.707.666.574,00 | 20,22 | 170.766.657.400 | 20,22 |
| Other Shareholders (Free Float) | 3.280.319.067,77 | 38,83 | 328.031.906.777 | 38,83 |
| Total | 8.447.051.284,00 | 100,00 | 844.705.128.400 | 100,00 |
There are no managerial or operational changes that have affected, or will affect, the activities of the Bank's or its Subsidiaries in the previous accounting period, or planned for the upcoming accounting periods.
The public disclosures of our Bank in accordance with the related legislation are available at http://www.kap.gov.tr/
No such request has been submitted for the Ordinary General Assembly convened to review the 2024 financial year.
Within the framework of the provisions of the "Turkish Commercial Code (TCC) No. 6102" and the "Regulation of the Principles and Procedures of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Commerce to be Present in these Meetings" ("Regulation" or "General Assembly Regulation"), and General Assembly Principles Article 7, a Chairperson shall be elected to chair the General Assembly meeting. Within the framework of the General Assembly Principles, the Chairperson shall appoint at least one meeting minutes secretary, and one vote collection officer.
Within the framework of provisions of the TCC, Bylaws and the Capital Markets Law, the 2024 Integrated Annual Report (including the Corporate Governance Compliance Report, Corporate Governance Information Form and Sustainability Principles Compliance Report), Financial Tables and the Independent Auditors' Report, which were made available via the Bank's Head Office, branch offices, the Bank's corporate website at www.yapikredi.com.tr, and on the Electronic General Assembly system of the Central Registry Agency for a three week period prior to the General Assembly, shall be presented for evaluation and approval of our shareholders.
Pursuant to the provisions of TCC and Bylaws, the activities, transactions and accounts of our Board of Directors members for the year 2024 shall be released separately and submitted to the General Assembly for its approval.
Regarding liquidation of certain Bank receivables that are being followed up on non-performing loan accounts via sale by auction,
By our Bank Board of Directors resolution dated 08.03.2024; it is resolved to sell non-performing loans amounting in aggregate to 1.076.246.774,58 TL as of 31.01.2024 to Sümer Varlık Yönetim A.Ş., Dünya Varlık Yönetim A.Ş. and İstanbul Varlık Yönetim A.Ş. for a total amount of 459.750.000,00 TL.
By our Bank Board of Directors resolution dated 07.06.2024; it is resolved to sell non-performing loans amounting in aggregate to 1.245.183.792,17 TL as of 30.04.2024 to Denge Varlık Yönetim A.Ş., Doğru Varlık Yönetim A.Ş., Dünya Varlık Yönetim A.Ş., Emir Varlık Yönetim A.Ş. and Ortak Varlık Yönetim A.Ş. for a total amount of 463.000.000,00 TL.
By our Bank Board of Directors resolution dated 16.08.2024; it is resolved to sell non-performing loans amounting in aggregate to 1.937.153.859,59 TL as of 30.06.2024 to Dünya Varlık Yönetim A.Ş., Efes Varlık Yönetim A.Ş., Gelecek Varlık Yönetim A.Ş. and Ortak Varlık Yönetim A.Ş. for a total amount of 563.450.001,00 TL.
By our Bank Board of Directors resolution dated 13.11.2024; it is resolved to sell non-performing loans amounting in aggregate to 1.736.310.594,38 TL as of 30.09.2024 to Denge Varlık Yönetim A.Ş., Emir Varlık Yönetim A.Ş., EPS Varlık Yönetim A.Ş., Gelecek Varlık Yönetimi A.Ş., GSD Varlık Yönetim A.Ş., Ortak Varlık Yönetim A.Ş., Pozitif Varlık Yönetim A.Ş. and Sümer Varlık Yönetim A.Ş. for a total amount of 421.100.000,00 TL.
The above mentioned sales transactions, and the release of Board Members from liabilities for these transactions, shall be submitted to the General Assembly for its approval.
New members to replace Board Members whose terms of office have expired accordingly shall be elected in accordance with CMB regulations, TCC, Bylaws, and the principles governing the selection of Members of the Board of Directors in the articles of association. In addition, Independent Members of the Board of Directors shall be elected in compliance with the CMB's Corporate Governance Communiqué No. II-17.1.
According to Article 11 of the Articles of Association, all affairs and management of the Bank shall be conducted by a Board of Directors composed of at least 8 real persons, serving for a maximum term of 3 years, to be elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code, Banking Regulations and the Capital Market Regulations. Save for the mandatory provisions of the Capital Markets Regulations regarding independent members, and the provisions of the Banking Regulations, the General Assembly may replace the members of the Board of Directors at any time it deems necessary, in accordance with article 364 of the Turkish Commercial Code.
CMB's Corporate Governance Communiqué No. II-17.1 states that the number of independent board members may be determined by the banks, provided that is not less than three. Board members who are appointed as an audit committee member within the bank's organizational structure shall be considered as independent board member within the framework of this Communiqué. The qualifications set forth in the principle numbered (4.3.6) shall not be required and the principle numbered (4.3.7) and (4.3.8) regarding the election of these members shall not be applied in respect of the audit committee members of the banks. The Qualifications set forth in the principle numbered (4.3.6) of the Communiqué shall be required in any case in respect of the independent board members who will not be appointed in the audit committee, and for at least one member in cases where whole of the independent members of board of directors are appointed in the audit committee and principles numbered (4.3.7) and (4.3.8) shall apply with regard to election of this independent member or these independent members.
The Board of Directors, upon receipt of the report by the Bank's Corporate Governance Committee, has selected Mrs. Virma Sökmen as candidate for Independent Member of the Board of Directors.
In line with the Communiqué, the Bank has applied to the Capital Market Board to submit an opinion for the proposal of Mrs. Virma Sökmen to the General Assembly as candidate for Independent Member of the Board of Directors, with the exception of the member or members of the Audit Committee to be organized within the Board of Directors. Public disclosure dated 05.02.2025; It has declared by benefiting from the exception specified in the 5th paragraph of the 6th article of the Communiqué of our Bank by the Capital Markets Board, that it was decided not report any negative opinion about Mrs. Virma Sökmen.
The CVs of the candidates for membership and the independence declaration of the candidate for Independent membership on the Board of Directors are provided in Appendix 1.
In accordance with the CMB's Mandatory Corporate Governance Principles No. 4.6.2., principles on remuneration of members of the board of directors and executives shall be in written form and submitted to the shareholders as a separate agenda item at the general assembly meeting, thus allowing the shareholders to express opinion on this matter. The remuneration policy issued with this objective is provided in Appendix 2. In the Chapter fifth, footnote no 7.2. of the Bank's 2024 unconsolidated financial statements, information is given for the salaries and benefits paid to the Board members and Bank's senior management in 2024.
In accordance with the provisions of the TCC and relevant legislation, principles of the articles of association and the Remuneration Policy submitted to shareholders as per the agenda item no. 6, the shareholders shall determine the gross yearly remuneration to be paid to the chairperson of the board and board members.
With the decision of the Bank's Board of Directors dated 27.02.2025; In accordance with the Banking Law, Capital Markets Law and related regulations, Article 20 of the Bank's Articles of Association and Profit Distribution Policy; The 2024 Profit Distribution Table given on Appendix 3 will be submitted to the General Assembly approval regarding the general legal reserve fund of 5% which should be allocated from the net period profit of 29.016.822.553,42 TL in the unconsolidated financial statements of the Bank prepared in accordance with the BRSA Regulations considering Yapı Kredi's growth target within the sector, its long term strategy, domestic and international economic developments required to be allocated in accordance with Article 519 of the Turkish Commercial Code is not allocated for the year 2024 since the amount of general legal reserves in the records as of 31.12.2024 has reached the limit of 20% of the capital, and 52.307.633,05 TL of the 29.016.822.553,42 TL net distributable profit would be set aside as special reserves from real estate sales income within the framework of Article 5 clause 1/e of Corporate Tax Law No:5520 and the remaining 28.964.514.920,37 TL would be transferred to extraordinary reserves.
9. Approval of the Independent Audit Institution selected by the Board of Directors with the requirement of the Regulation issued by the Banking Regulation and Supervision Agency, the Turkish Commercial Code and regulations of the Public Oversight Accounting and Auditing Standards Authority,
In accordance with the Turkish Commercial Code, Capital Markets Law and the relevant regulations of the Banking Regulation and Supervision Agency, and taking into consideration the opinion of the Audit Committee, the Board of Directors resolved to select Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.serve as the independent auditor to audit the Bank's financial reports for the fiscal year 2025 and conduct other activities that fall within its purview within the context of the relevant regulations including but not limited to the mandatory sustainability assurance audit of reports to be prepared in accordance with the Turkish Sustainability Reporting Standards published by KGK, provided that it is authorized by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") to conduct independent audit activities in the field of sustainability, The decision shall be submitted to the General Assembly for approval.
As of this information document, it has been announced to the public that Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. has been authorized by the KGK to conduct independent audit activities on sustainability.
According to Article 6 of the CMB's Communiqué on Dividends No. II-19.1, information concerning donations must be presented at the General Assembly. In this context, in accordance with our Bank's donation and sponsorship policy; In 2024, donations total amounting to 136.503.133 TL were made to foundations and associations. The donation amount of 92.000.000 TL to Ministry of National Education, the amount of 16.317.000 TL to Vehbi Koç Vakfı, the amount of 8.639.324 TL to Koç University, the amount of 5.342.400 TL to Türkiye Eğitim Gönüllüleri Vakfı , the amount of 5.328.000 TL to Türkiye Korunmaya Muhtaç Çocuklar Vakfı, the amount of 5.000.000 TL to Türkiye Aile Sağlığı ve Planlaması Vakfı , the amount of 1.313.880 TL to Türk Eğitim Vakfı and the amount of 2.562.529 TL consists of various donations, each of which is less than 1 Million TL, made to other foundations and associations and which do not constitute important information for investors. In addition, the General Assembly shall determine the upper limit of donations to be made in 2025.
Within the scope of the Carbon Transition Program initiated by Koç Holding, the reduction targets determined by our Bank for greenhouse gas emissions stemming from its lending portfolio as well as its operations were approved by the Science Based Targets Initiative (SBTi) in 2024. A Net-zero roadmap including sector-focused reduction strategies was developed to achieve these targets through studies carried out across the Bank. Studies on the implementation of this roadmap in lending processes are ongoing. In this context, the general assembly will be informed about the work carried out in 2024.
12. Granting permission to the shareholders holding the management control, the members of the Board of Directors, the senior managers and their spouses and blood relatives and relatives by virtue of marriage up to second degree in accordance with Articles 395 and 396 of the Turkish Commercial Code and submitting the transactions carried out in this context during 2024 to the shareholders' knowledge in line with the Capital Markets Board Corporate Governance Communique,
Members of the Board of Directors can only enter a business transaction with the Bank with the approval of the General Assembly, as stipulated in the first subsection of Article 395, titled "Prohibitions on Business Transactions and Loans" and Article 396, titled "Prohibitions on Competition" of the TCC.
In accordance to CMBs' Corporate Governance Communique article 1.3.6. the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree in case where they execute an important transaction that may lead to a conflict of interest with the partnership or its subsidiaries and / or the execution of a transaction which shall fall into same commercial business category of the partnership or its subsidiaries for its own or other account, or incase where joining another partnership dealing with the same type of business as liable partner, these transactions are taken to the agenda of the General Assembly as a separate item of the agenda and also recorded into minutes of General Assembly in order to provide detailed information regarding aforementioned transactions.
To fulfil the requirements of these regulations, obtaining aforementioned permission shall be presented for evaluation and approval of our shareholders at the General Assembly. Additionally, our shareholders shall be notified regarding to the transactions carried out during the year, some of our shareholders, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree are serving as members of the Board of Directors or managers within the some other Koç Group companies which are operating within the same commercial business category during the year. In 2024, there has been no transaction requiring information within the scope of Corporate Governance Communiqué Serial No. 1.3.6.
Ali Y. Koç received his bachelor's degree at Management Faculty of Rice University. He earned an MBA from Harvard Business School. He started his career at American Express Bank as a Management Trainee and continued as an Investment Analyst at Morgan Stanley Investment Bank. Mr. Ali Y. Koç joined Koç Holding in 1997 and held seniorlevel positions until 2010 including new business development and information technologies. He was the President of Corporate Communications and IT Group. He served as a Board Member at Koç Holding for over 12 years. In addition, he was elected as Vice Chairman on February 2016. Mr. Ali Y. Koç serves as Chairman of the Board of Koç Financial Services and Yapı Kredi Bank since 1 April 2016. Currently, Ali Y. Koç is the Chairman of Bilkom, Digital Panorama, Ford Otosan, Koçtaş, Otokar, Setur. In addition to being Chairman and Vice Chairman at Turkey's biggest companies and financial institutions, Ali Y. Koç also contributes to country's social and economic development and currently is the President of Fenerbahçe Sports Club and the Turkish Club Association. He is a Board Member at the National Competition Research Association (URAK), Board Member at ECA (European Club Association) and Endeavor Association, a member of the Global Advisory Council of Bank of America, Harvard University and Council on Foreign Relations. He is also a member of Panel of Senior Advisers at Chatham House and a member of Trade and Investment Council at the Confederation of British Industry.
Levent Çakıroğlu graduated from Ankara University - Faculty of Political Sciences, Business Administration Department and received his master's degree from University of Illinois. He started his professional career at the Ministry of Finance in 1988. Between 1997-1998, he taught as part time instructor at Bilkent University and served as Vice President of Financial Crimes Investigation Board at the Ministry of Finance. Çakıroğlu joined Koç Group in 1998 as Koç Holding Financial Group Coordinator. He was the General Manager of Koçtaş between 2002-2007, CEO of Migros between 2007-2008, CEO of Arçelik between 2008-2015 and the President of the Durable Goods Group of Koç Holding A.Ş. between 2010-2015. Çakıroğlu was appointed as the Deputy CEO of Koç Holding in February 2015 and he took over the CEO position in April 2015. As of April 2016, Çakıroğlu is also a Board Member at Koç Holding. Çakıroğlu became a Board Member at Yapı Kredi and Koç Financial Services in April 2015. In February 2020, he was appointed as Vice Chairman of Yapı Kredi Board. Çakıroğlu is also a Board Member in various Koç Group Companies.
After graduating from İstanbul High school (İstanbul Erkek Lisesi), Gökhan Erün earned his undergraduate degree from İstanbul Technical University - Department of Electronics and Communications and graduate degree from Yeditepe University - Business Administration. Erün began his career at Garanti Bank Treasury Department in 1994. Between 1999-2004, Erün served as the Senior Vice President of Commercial Marketing and Sales Department. After becoming the CEO of Garanti Pension and Life in 2004, he was appointed as Executive Vice President of Garanti Bank in September 2005. Erün began to serve as the Deputy CEO of Garanti Bank in September 2015, also in charge of Corporate Banking, Treasury, Treasury Marketing and Financial Solutions, Derivatives, Cash Management and Transaction Banking, and Financial Institutions. At the same time, he was Board Chairman and Board Member in various local and international subsidiaries of Garanti Bank. As of January 2018, Erün has continued his career in Yapı Kredi as Executive Director in Board of Directors and Chief Executive Officer (CEO). In addition, Erün is the CEO of Koç Financial Services and holds positions in the Boards of various Yapı Kredi Group subsidiaries, Koç Finansman A.Ş. and Allianz Yaşam ve Emeklilik A.Ş. Also as of April 2021, Erün became the President of Koç Holding's Banking Group.
Ahmet F. Ashaboğlu holds a Bachelor of Science degree from Tufts University and a Master of Science degree from Massachusetts Institute of Technology (MIT) in Mechanical Engineering. In 1994, he began his career as a Research Assistant at MIT. Between 1996-1999, Ashaboğlu held various positions in capital markets within UBS Warburg, New York. Between 1999-2003, he worked as a Consultant at McKinsey & Company, New York. In 2003, Ashaboğlu joined Koç Holding as Finance Group Coordinator. He served as the CFO of Koç Holding from 2006 to April 2022. In addition to being a Board Member at Yapı Kredi and Koç Financial Services since September 2005, Ashaboğlu is also a Board Member at various other public and non-public companies.
A. Ümit Taftalı earned his Bachelor of Science degree in Finance from Ball State University (Indiana) and his MBA degree from University of South Carolina. He also participated in senior executive programs at Harvard University. Taftalı is an investment banker and wealth manager with nearly 40 years of international experience. He has worked in executive positions in Atlanta, New York and London for Merrill Lynch & Company, Bankers Trust Company and Goldman Sachs International. Taftalı represented and advised Mrs. Suna (Koç) Kıraç between 2001-2020 was a Member of Koç Holding Executive Committee until April 2021. He currently manages the Koç family's private investment office and is Chairman of Kare Portföy. Taftalı is or has been Board/Founding Member of various philanthropic and professional organizations such as Suna-İnan Kıraç Foundation, Educational Volunteers Foundation of Turkey (TESEV), Turkish Industrialists and Businessmen Association (TÜSİAD), Saint Joseph Educational Foundation, Educational Volunteers Foundation of Turkey (TEGV), Galatasaray Sport Club, American Finance Association (USA), Financial Management Association (USA), Museum of American Financial History (USA), Ball State University Foundation (USA), Turkish Bankers Association (UK), University of South Carolina Foundation (USA). Taftalı has been a Board Member of Yapı Kredi and Koç Financial Services since April 2016.
Ahmet Çimenoğlu graduated from Department of Economics at Boğaziçi University in 1992. After completing his MA in Economics at Boğaziçi University, Çimenoğlu started his professional life as an economist at Yapı Kredi in 1995. He received his PhD degree in economics at Istanbul Technical University in 2002. He worked as the Chief Economist, and Head of Strategic Planning and Research at Yapı Kredi, respectively, between July 2004 and February 2009. In March 2009, he joined Koç Holding as the Head of Economic Research. He is currently the Chief Economist of the Koç Holding. Mr. Çimenoğlu has been serving as a Board member at Koç Financial Services and Yapı Kredi since March 2019.
Nevin İpek graduated from Ankara University, Faculty of Political Sciences, Department of Business Administration in 1993. She received an MBA degree from the same university in 1997. İpek also earned a Master of Accounting degree from the University of Michigan in 2001. İpek began her career at the Capital Markets Board (CMB) of Turkey. At the CMB, she worked as Assistant to Expert between 1994-1997, Expert between 1997-2005, Deputy Head of Corporate Finance Department between 2005-2006 and Head of Institutional Investors Department between 2006- 2007. She joined Koç Group in 2007 and is still working as Finance Coordinator responsible from Compliance to Securities Regulation. She is also heading the Capital Markets Working Group in TÜSİAD from 2013. Nevin İpek has been a Board Member of Yapı Kredi, Yapı Kredi Yatırım and Koç Financial Services since February 2020.
Polat Şen received his bachelor's degree from Marmara University, Department of Economics (in English) in 1998 and his master's degree in international accounting and finance from the University of Bradford, School of Management in 1999. He completed the Harvard Business School Advanced Management Program in 2016. Having started his career in the Internal Audit Department of Koç Holding in 2000, he was appointed as Internal Audit Manager at Arçelik A.Ş. in 2005, and Group Director of Finance and Accounting at Grundig Electronics / Grundig Multimedia B.V. in 2008. He worked as Finance and Accounting Director at Arçelik A.Ş. / Grundig Multimedia B.V. in 2009 and 2010, and as Purchasing Director from 2010 until 2015. Polat Şen served as the CFO of Arçelik A.Ş. between 2015 and 2022, in tandem with which he held the position of Assistant General Manager responsible for Sub-Saharan Operations of Arçelik Group. Şen was appointed the CFO of Koç Holding at 2022. Polat Şen has been a Board Member of Yapı Kredi and Koç Financial Services since April 2022. Şen is also a board member in various Koç Group Companies.
Kemal Uzun received his bachelor degree in Business Administration from Ankara University and his Master's degree in Finance from the University of Illinois. In 1990, Uzun started his career as an Apprentice Public Account Inspector. He worked at the Ministry of Finance as Assistant Tax Auditor (1991-1994), Tax Auditor (1994-2002), Senior Tax Auditor (2002-2003) and Head of Department (2003-2005). Later, he functioned in Group Head (2005-2006) and Department Head (2006) positions at the Revenue Administration. Between 2006 and 2011, Uzun worked as Koç
Holding's Audit Group Coordination and from 2011 until 2021 as Tax Management Director. Uzun has been serving as the President of Koç Holding's Audit Group since April 2021. He is also a member of the Boards of Directors of various Koç Group companies. In addition to these roles, he is a member of Turkish Industry and Business Association (TÜSİAD), Tax Council and TURMEPA. Kemal Uzun has been a Board Member of Yapı Kredi and Koç Financial Services since April 2022.
Virma Sökmen has a Bachelor degree in Finance from LaSalle University. Sökmen began her professional career at research and investment banking departments of Körfezbank and Çarşı Menkul Degerler. Between 1993-2001, Sökmen worked at Midland Bank A.S. as a Credit Analyst. Between 2001-2010, she served as Corporate Banking Group President and an Executive Vice President of Corporate and Commercial Banking at HSBC. Sökmen managed corporate banking, commercial banking foreign trade and provision management, factoring, corporate and commercial insurance, corporate marketing and cash management units since 2010. Sökmen also served as the Assistant General Manager, responsible from Corporate and Commercial Banking, at HSBC. Sökmen is an Independent Board Member at Sarkuysan Elektrolikit Bakır Sanayi ve Ticaret A.Ş., Ecogreen Enerji Holding AŞ and Mogan Enerji Yatırım Holding AŞ. In addition, she is a Board Advisor for Hedef Araç Kiralama ve Servis AŞ. Virma Sökmen has been a Board Member of Yapı Kredi and Koç Financial Services since March 2019.
I hereby declare that I am candidate to serve as an "independent member" at the Board of Directors of Yapı ve Kredi Bankası A.Ş. (Company) in accordance with the criteria set forth in the legislation, articles of association and Corporate Governance Communiqué of the Capital Markets Board, and in this framework;
(signature) Virma SÖKMEN
This document is prepared in order to define the principles of the remuneration approach and the remuneration implementations in Yapi Kredi Bank A. Ş. This policy also aims to underline the constraints and the rules which are taken into consideration to structure, to monitor and to control the remuneration implementations in the Bank.
Remuneration Policy determines the pillars of the Bank's remuneration approach not only reflecting the Bank's mission, strategy and values but also underlining the governance principles and the compliance needs for remuneration implementations.
In this regulation, the Bank's both fixed and variable remuneration principles and the intensive systems are explained.
Bank Remuneration Policy is valid for all Bank personnel.
Yapi Kredi Bank's mission expresses;
Associated with these commitments, the Bank's strategy is built upon;
The Bank's Ethical Codes underlying the social relationships and the Bank's Corporate Values (consist of reliability, freedom, fairness, respecting and certainty) set up a part of the Bank's Personnel Policy and Rules which are known by all Yapi Kredi Personnel.
With regards to these standards, Bank Remuneration Policy's two basic principles which are beyond any arguments are;
The standards mentioned above compose the pillars which set the framework for a consistent and coherent design, implementation and monitoring of remuneration practices across the entire organization. Within this common policy framework, guidelines are defined to implement remuneration programs and plans that reinforce sound risk management policies and our long-term strategy.
The Yapi Kredi remuneration approach is performance-based and aligned with the market dynamics and the business strategy. The pillars of the Bank's remuneration strategy which ensure to derive a competitive, effective, and clear remuneration management are stated below:
continuous monitoring of market trends,
sustainable remuneration for sustainable performance,
Yapi Kredi Bank remuneration approach ensures that the decisions are made in an independent, informed and timely manner at appropriate levels and avoids conflict of interest and guarantee appropriate disclosure in full respect of the general principles defined by regulators.
Remuneration Policy, which is a written document and which is in conformity with the scope of the Bank's implementations, with the Bank's strategy and long term targets as well as the Bank's risk structure which is to contribute in effective risk management, is approved by the Board of Directors. This policy is reviewed annually by the Board of Directors in order to keep the effectiveness.
The Board of Directors ensures that the payments to be granted to the members of the Board of Directors, Senior Management and other personnel are in compliance with the ethical values, internal fairness and strategic targets of the Bank.
Remuneration Committee is instituted in order to monitor and to audit the remuneration implementations in the Bank on behalf of the Board of Directors.
Remuneration Committee evaluates the remuneration implementations from the risk point of view, and then submits the evaluation results and proposals related to the remuneration systems to the Board of Directors' approval as a report on annual basis.
CFO is responsible with the evaluation of the financial consequences of the remuneration implementations in the Bank and with generating financial improvement proposal related to the remuneration systems.
This policy is aligned with the principles, commitments and the rules stated between the Bank and the Union.
Information on the criteria taken into consideration in performance-based payments, the form of payments made and average amounts are presented in the section "Information related to Human Resources Applications" in Yapi Kredi Bank A.Ş: Annual Activity Report prepared with respect to the framework of "Regulation on Procedures and Principles related to Preparation and Publication by Banks of Annual Activity Report".
The fixed component of remuneration remunerates the role covered and the scope of responsibilities, reflecting the experience and skills required for each position, as well as the level of excellence demonstrated and the overall quality of the contribution to business results. The relevance of fixed remuneration weight within the overall package is such as to reduce the risk of excessively risk-oriented behaviors, to discourage initiatives focused on short-term results which right jeopardize mid and long term business sustainability and value creation.
Incentives remunerate the achievement of performance objectives, both quantitative and qualitative, by providing for a variable bonus payment The design features, including performance measures and pay mechanisms, avoids an excessive short-term focus by reflecting the principles of this policy, focusing on parameters linked to profitability and sound risk management, in order to guarantee sustainable performance in the medium and long term.
In order to support the design of employee remuneration and incentive systems, the following "compliance drivers" have been defined:
| Yapı ve Kredi Bankası A.Ş. 2024 Profit Distribution Table (TL) | ||||||
|---|---|---|---|---|---|---|
| 1. Paid-in Capital | 8.447.051.284,00 | |||||
| 2. Legal Reserves (per Legal Book) | 3.473.904.487,54 | |||||
| Information on whether Articles of Association has any privilege regarding profit distribution | None | |||||
| Per legal book | ||||||
| 3 | Gross Profit | 29.727.082.769,42 | ||||
| 4 | Reserve for Taxes ( - ) | 710.260.216,00 | ||||
| 5 | 29.016.822.553,42 Net Profit ( = ) |
|||||
| 6 | Prior Years' Losses ( - ) | |||||
| 7 | Legal Reserves ( - ) | 0 | ||||
| 8 | NET DISTRIBUTABLE PROFIT ( = ) | 29.016.822.553,42 | ||||
| 9 | Donations made during the year ( + ) | |||||
| 10 | Net distributable profit including donations | |||||
| 11 | 1st dividend to shareholders | 0 | ||||
| -Cash | 0 | |||||
| -Bonus shares | 0 | |||||
| -Total | 0 | |||||
| 12 | Dividend to shareholders which possess preferred shares | 0 | ||||
| 13 | Dividend to Members of Board of Directors and employees etc. | 0 | ||||
| 14 | Dividend to shareholders which possess redeemed shares | 0 | ||||
| 15 | 2nd dividend to shareholders | 0 | ||||
| 16 | Legal Reserves | 0 | ||||
| 17 | Statutory Reserves | 0 | ||||
| 18 | Special Reserves | 52.307.633,05 | ||||
| 19 | EXTRAORDINARY RESERVES | 28.964.514.920,37 | ||||
| 20 | Other sources which are accepted as distributable | 0 |
| DIVIDEND RATIO | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| TABLE | |||||||||||
| GROU P |
TOTAL DIVIDEND AMOUNT | TOTAL DIVIDEND AMOUNT/NET DISTRIBUTABL E PROFIT |
DIVIDEND TO 1 TL NOMINAL VALUE SHARE |
||||||||
| CASH (TL) |
BONUS (TL) |
RATIO (%) | AMOUNT (TL) | RATIO (%) | |||||||
| GROSS* | - | - | - | - | - | - | |||||
| NET | - | - | - | - | - |
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