Share Issue/Capital Change • Nov 6, 2025
Share Issue/Capital Change
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| Summary Info | Board resolution regarding increase the current paid-in capital of the Bank from 3,350,000,000.-TL, to 5,500,000,000.-TL, by 2,150,000,000.-TL as bonus shares |
| Update Notification Flag | No |
| Correction Notification Flag | Yes |
| Postponed Notification Flag | No |
| Reason of Correction | Amendment of the Board of Directors' decision dated March 14, 2025, due to changes in the sources of capital increase |
| Board Decision Date | 23.10.2025 |
| Authorized Capital (TL) | 20.000.000.000 |
| Paid-in Capital (TL) | 3.350.000.000 |
| Target Capital (TL) | 5.500.000.000 |
Bonus Issue
| Share Group Info | Paid-in Capital (TL) | Amount of Bonus Issue From Internal Resources (TL) | Rate of Bonus Issue From Internal Resources (%) | Amount of Bonus Issue From Dividend (TL) | Rate of Bonus Issue From Dividend (%) | Amount of Total Bonus Issue (TL) | Rate of Total Bonus Issue (%) | Share Group Issued | New Shares'' ISIN | Nevi |
| QNBTR, TRAFINBN91N3 | 3.350.000.000 | 2.150.000.000,000 | 64,17910 | 2.150.000.000,000 | 64,17910 |
| Paid-in Capital (TL) | Amount of Bonus Issue From Internal Resources (TL) | Rate of Bonus Issue From Internal Resources (%) | Amount of Bonus Issue From Dividend (TL) | Rate of Bonus Issue From Dividend (%) | Amount of Total Bonus Issue (TL) | Rate of Total Bonus Issue (%) | |
| TOTAL | 3.350.000.000 | 2.150.000.000,000 | 64,17910 | 2.150.000.000,000 | 64,17910 |
Details of Internal Resources :
| Reserves (TL) | 2.150.000.000 |
Other Aspects To Be Notified
| Number of Articles of Association Item To Be Amended | 7 |
| Property of Increased Capital Shares | Dematerialized Share |
Additional Explanations
Regarding the increase of the issued capital of our Bank 3.350.000.000.-TL, by 2.150.000.000.- TL to 5.500.000.000.-TL, in fee issue as per the resolution of the Board of Directors dated 23.10.2025 and numbered 161, it has been ascertained that the entire amount covered by extraordinary reserves have been transferred to the capital account on 04/11/2025,the following resolution was taken by the Board of Directors of the Bank; to distribute the dematerialized shares representing the increased capital amount of 2.150.000.000.-TL to the shareholders in accordance with the Capital Markets Legislation related to dematerialization system and to notify the Capital Markets Board in relation to the proper and duly completion of the capital increase transactions and following approval of the Capital Markets Board on the capital increase; to reregister and announce the Article 7 of the Articles of Association of the Bank as below indicating the capital increase from 3.50.000.000.-TL to 5.500.000.000.-TL upon approval of the issuance document.
| FORMER VERSION ARTICLE 7 SHARE CAPITAL a. The Bank has adopted the registered capital system as per the provisions of the Capital Markets Law and this matter has been approved by the permission dated October 14, 1993 and numbered 743 of the Capital Markets Board. b. The Bank's registered share capital is TL 20,000,000,000.- (Twenty Billion Turkish Lira), represented by 200,000,000,000 (Two Hundred Billion) registered shares each with a nominal value of 10 Kuruş. c. The Bank's issued capital is divided into 33,500,000,000.- (Thirty Three Billion Five Hundred Million) registered shares with a totally paid-in nominal value of TL 3,350,000,000- (Three Billion Three Hundred and Fifty Million Turkish Lira). d. Registered capital permission granted by the Capital Markets Board is valid between 2022 - 2026 (for 5 years). Even if the permitted registered capital ceiling is not reached by the end of 2026, in order for the Board of Directors to resolve to increase the capital after 2026; it must be authorized by the general assembly upon obtaining the permission of the Capital Markets Board, for the previously permitted ceiling or a new ceiling amount. When it deems necessary, the Board of Directors is authorized increase the issued capital by issuing shares up to the registered capital ceiling and also resolve on issues such as, restriction of rights of shareholders to purchase the newly issued shares, directly offering to public all of the shared representing the increased capital by restricting the preemption rights upon satisfying the conditions set out in the relevant legislation and issuing shares above the nominal value in compliance with the provisions of the Capital Markets Law. The authority to restrict the preemptive rights shall not be exercised in a manner leading to in equality among shareholders. Shares representing the share capital shall be monitored in accordance with principles of dematerialization. When deemed necessary the capital of the Bank may be increased or decreased within the scope of related articles of the Turkish Commercial Code and Capital Markets legislation. |
NEW VERSION ARTICLE 7 SHARE CAPITAL a. The Bank has adopted the registered capital system as per the provisions of the Capital Markets Law and this matter has been approved by the permission dated October 14, 1993 and numbered 743 of the Capital Markets Board. b. The Bank's registered share capital is TL 20,000,000,000.- (Twenty Billion Turkish Lira), represented by 200,000,000,000 (Two Hundred Billion) registered shares each with a nominal value of 10 Kuruş. c. The Bnk's previous capital of 3,350,000,000 TL (Three Billion Three Hundred Fifty Million Turkish Lira) has been totally paid-in without any collusion. This time, out of the increased capital of TL 2,150,000,000 (Two Billion One Hundred Fifty Million Turkish Lira), the entire amount was covered by extraordinary reserves. The Bank's issued capital is divided into 55,000,000,000.- (Fifty-Five Billion) registered shares with a totally paid-in nominal value of TL 5,500,000,000- (Five Billion Five Hundred Million Turkish Lira). d. Registered capital permission granted by the Capital Markets Board is valid between 2022 - 2026 (for 5 years). Even if the permitted registered capital ceiling is not reached by the end of 2026, in order for the Board of Directors to resolve to increase the capital after 2026; it must be authorized by the general assembly upon obtaining the permission of the Capital Markets Board, for the previously permitted ceiling or a new ceiling amount. When it deems necessary, the Board of Directors is authorized increase the issued capital by issuing shares up to the registered capital ceiling and also resolve on issues such as, restriction of rights of shareholders to purchase the newly issued shares, directly offering to public all of the shared representing the increased capital by restricting the preemption rights upon satisfying the conditions set out in the relevant legislation and issuing shares above the nominal value in compliance with the provisions of the Capital Markets Law. The authority to restrict the preemptive rights shall not be exercised in a manner leading to in equality among shareholders. Shares representing the share capital shall be monitored in accordance with principles of dematerialization. When deemed necessary the capital of the Bank may be increased or decreased within the scope of related articles of the Turkish Commercial Code and Capital Markets legislation. |
*In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.
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