AGM Information • Apr 4, 2024
AGM Information
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The Annual General Meeting (AGM) of our bank shall be held on March 29, 2024, Friday, 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 website (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) portal 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 portal 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 2023, 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 Bank's internet address of www.isbank.com.tr and at the EGMS portal of the CRA as well as our branches. The Board of Directors' Profit Distribution Proposal (subject to the permission to be obtained and the completion of the procedures) will be submitted for our shareholders' review on Public Disclosure Platform and relevant other platforms.
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 | 9,550,453,852.048 | 238,761,346,301.200 | 955,045,385,205 |
| 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 in 2018 (***) | |||
| Group C | 722,200,364.312 | 18,055,009,107.800 | - |
| Free Float | |||
| Group A | 369.000 | 36,900 | 36,900 |
| Group B | 11,274.010 | 1,127,401 | 1,127,401 |
| Group C | 7,704,311,371.425 | 192,607,784,285.625 | 770,431,137,143 |
| 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 | 2,427,776,963,569 |
(*) As of 04.03.2024
(**) 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.
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.
As stated in Material Event Disclosure dated 01.03.2024, in lieu of Mr. Gökhan Şen who has resigned from the Board of Director, the selection of member to be made by the Board of Directors pursuant to Article 363 of the Turkish Commercial Code, will be submitted to the approval of our shareholders.
None.
None on the agenda.
In accordance with the relevant legislation and the Bank's Articles of Incorporation, the Council of Chairmanship will be established.
Annual Report of the Board of Directors, Financial Statements and the Independent Auditors' Reports will be discussed and the Annual Report of the Board of Directors and Financial Statements will be submitted to the approval of the shareholders.
In accordance with the relevant legislation, discharge of the Board of Directors with regards to the transactions and accounts for the year 2023 will be submitted to the approval of the shareholders.
The process for obtaining permissions and completing the procedures regarding the distribution of the 2023 profit has been ongoing. Developments regarding the matter will be announced on the Public Disclosure Platform.
The transfer from Extraordinary Reserves Account to special fund account, amount of TL 2,989,626,877.31 resulting from the revaluation process, within the scope of the provisional article 32 of the Tax Procedure Law No. 213, will be submitted to the approval of the General Assembly.
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. as the independent audit company of the Bank for the year 2024 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.
As stated in Material Event Disclosure dated 01.03.2024, in lieu of Mr. Gökhan Şen who has resigned from the Board of Director, the selection of new member to be made by the Board of Directors pursuant to Article 363 of the Turkish Commercial Code, will be submitted to the approval of our shareholders.
The shareholders will be informed with regard to the donations made in 2023 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.
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 the emissions arising from the loan portfolio and the determination of targets for reducing them.
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 Friday, March 29th , 2024 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 2023 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 Board of Directors from their responsibilities for the transactions and accounts of the year 2023 |
|||
| 4. Decision of allotment of 2023 dividends which is subject to the permits to be obtained and the completion of procedures |
|||
| 5. Decision of transferring revaluation gains within the scope of the provisional article 32 of the Tax Procedure Law from extraordinary reserves to the special fund account |
|||
| 6. Determination of the allowance for the members of the Board of Directors |
7 |
| Agenda Items | Acceptance | Rejection | Dissenting Opinions |
|---|---|---|---|
| 7. Selection of the Independent Audit Company |
|||
| 8. Permitting the Members of the Board of Directors as per articles 395 and 396 of the Turkish Commercial Code |
|||
| 9. Ratification of the election of new member pursuant to Article 363 of the Turkish Commercial Code for the Board Membership vacated by Mr. Gökhan Şen. |
|||
| 10. Presenting information to the shareholders about the donations |
Item of Information | ||
| 11. Presenting information to the shareholders on the subjects held in Capital Markets Board Corporate Governance Communique principle no. 1.3.6 |
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.
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.
SIGNATURE
| (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.
7) 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.
| The Company That Holds | |
|---|---|
| General Meeting | |
| Date of General Meeting |
| 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 | ACCEPT□ DECLINE □ | |
| 10 | Item of Information | |
| 11 | Item of Information | |
| 12 | Item of Information |
10 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.
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