AKBANK T.A.Ş.

INFORMATION DOCUMENT ON THE ORDINARY GENERAL ASSEMBLY OF THE YEAR 2020 DATED MARCH 24, 2021

Shareholders' 2020 Ordinary General Assembly of our bank will be held on Wednesday March 24, 2021 at 14:00, at our Head Office, Sabancı Center 4. Levent, to discuss the agenda detailed in the last page of this document.

Our shareholders who have the right to participate in the Ordinary General Assembly may attend the Ordinary General Assembly to be held at the above mentioned address personally, by proxy or by proxy in electronic environment over the Electronic General Meeting System ("e-GEM") provided by the Central Registry Agency ("CRA"), by using their safe electronic signatures, if they wish.

The shareholders may authorize their representatives by using e-GEM or have their representatives represent themselves at the Ordinary General Assembly by filling up the proxy form which might be found at our Head Office or at our Bank's Investor Relations web site www.akbankinvestorrelations.com and notarize their signature, or by attaching the notarized signatory circular to the proxy form bearing their signatures, within the framework of the provisions of the Communiqué II-30.1 of the Capital Market Board ("CMB").

Those who will attend the Ordinary General Assembly physically may attend by submitting;

Their identity cards, if they are real persons,
Identity cards along with their certificates of representation of those who are authorized to represent and bind the legal entity, if they are legal entity shareholders,
Identity cards and their certificates of representation of the representatives of real persons and legal entities,
Identity cards if they're representatives authorized through e-GEM,

And also by signing the attendance list.

Our shareholders who will attend the Ordinary General Assembly in electronic environment over e-GEM may obtain information on procedures and principles about attendance, assigning proxy, making suggestions, expressing opinions and voting, from www.mkk.com.tr link which is the website of CRA.

Shareholders or representatives who wish to attend the Ordinary General Assembly in electronic environment should fulfill their obligations published on the Official Gazettes dated August 28th 2012, with no: 28395 "Regulation for the Ordinary General Meeting for Incorporated Companies in Electronic Environment" and dated August 29th 2012, with no: 28396 "Official Statement on Electronic Ordinary General Meeting system to be applied for General Meeting of Incorporated Companies".

The annual report including 2020 Financial Statements and Auditor's reports, The Board of Director's proposal on the appropriation of net profit and Ordinary General Assembly Information Document of our Bank will be ready for our Shareholders' review at least twentyone days before the meeting date, on e-GEM section of CRA's website, at our Bank's Investor Relations website www.akbankinvestorrelations.com, at the Financial Coordination and Reporting Department in Istanbul, as well as at Ankara Commercial, Adana Commercial and İzmir branches.

ADDITIONAL EXPLANATIONS AS PER CMB REGULATIONS

The notifications and explanations required by the "Communiqué on Principles for Corporate Governance" No: II-17.1 of the Capital Market Board regarding the agenda items are specified under the related agenda item. Other general explanations are also presented in this document for the attention of shareholders.

1. Ownership Structure and Voting Rights (as of 02.03.2021)

Corporate Title/Name/Surnameof the Shareholder	Share in the Capital (TL)	Share in theCapital (%)
Hacı Ömer Sabancı Holding A.Ş.	2.119.027.173,70	40,75
Other	3.080.972.826,30	59,25
TOTAL	5.200.000.000,00	100,00

There are no privileged shares.

2. Information on Changes occurred in the Bank or in its major Equity Participations and Subsidiaries or planned for future which might materially affect our operations

In 2020, there has been no change in our Bank or in its major equity participations and subsidiaries which could materially affect our operations. There are no planned changes for future which may materially affect our operations.

3. Information regarding the Claims of the Shareholders, CMB and Other Public Authorities on Adding an Item to the Agenda

Shareholders, CMB and Other Public Authorities have not requested any additional item to be included in the Agenda of the General Assembly.

4. Information regarding the amendment in the articles of association

Our Board of Directors has decided;

To maintain the current ceiling of our Bank valid between 2017 and 2021 for registered capital, extend the effectiveness period of the registered capital ceiling for another five years between 2021-2025, which will expire as of 2021 year end in accordance with the provisions of Authorised Capital System No. II-18.1 of Capital Markets Board Communiqué
To make necessary amendments stated at the attachment regarding the article 9 "Capital and Mode and Terms of Payment of Capital" ,
To apply to the Banking Regulation and Supervision Agency, the Capital Markets Board and Ministry of Commerce in order to obtain required consents and approvals in relation to the amendments to the Articles of Association,
to propose the amendment to the Articles of Association for the approval of our shareholders at the General Assembly provided that the required consents and approvals are obtained from competent authorities,
To authorize the General Directorate to conduct operations with relevant official,

authorities to make necessary amendments.

The old and new version of the article can be found at Annex.3

EXPLANATIONS ON AGENDA ITEMS OF THE ORDINARY GENERAL ASSEMBLY OF AKBANK T.A.Ş DATED MARCH 24, 2021

1. Opening and Appointment of the Presidential Board

Presidential Board will be constituted to conduct the Ordinary General Assembly within the framework of Turkish Commercial Code No: 6102, provisions of the Articles of Association, Procedures and Principles of Ordinary General Assembly of Incorporated Companies and Provisions of the Regulations on Representatives of the Ministry of Customs and Trade who will Attend these Meetings ("Regulation")

2. Communication and discussion of the Report of the Board of Directors

Report of the Board of Directors which has been submitted for our Shareholders' review on CRA's website, on e-GEM page, on our Bank's Investor Relations web site www.akbankinvestorrelations.com, at the Financial Coordination and Reporting Department in Istanbul, as well as at Ankara Commercial, Adana Commercial and İzmir branches within the scope of the provisions of Turkish Commercial Code and Regulations will be read at the Ordinary General Assembly and submitted to the review of our shareholders'. The aforementioned report is an integral part of the Annual Report which also includes the Corporate Governance Principles Compliance Report and with other documents, it has been submitted on our website and on Public Disclosure Platform for the review of our shareholders.

3. Communication of the Independent Auditors' Report

The Independent Auditors' Report which has been submitted for the review of our shareholders' on CRA's website, on e-GEM page, on Public Disclosure Platform, on our Bank's Investor Relations web site www.akbankinvestorrelations.com at the Financial Coordination and Reporting Department in Istanbul, as well as at Ankara Commercial, Adana Commercial and İzmir branches within the scope of the provisions of Turkish Commercial Code and Regulations will be read at the Ordinary General Assembly. The aforementioned report is an integral part of the Annual Report which also includes the Corporate Governance Principles Compliance Report and with other documents, it has been submitted on our website and on Public Disclosure Platform for the review of our shareholders.

4. Communication, discussion and ratification of the Financial Statements of 2020

The Financial Statements of 2020 which has been submitted for the review of our shareholders' on CRA's website, on e-GEM page, on Public Disclosure Platform, on our Bank's Investor Relations web site www.akbankinvestorrelations.com, i at the Financial Coordination and Reporting Department in Istanbul, and at Ankara Commercial, Adana Commercial and İzmir branches within the scope of the provisions of Turkish Commercial Code and Regulations, will be read at the Ordinary General Assembly and submitted to the review and approval of our shareholders'. The aforementioned report is an integral part of the Annual Report which also includes the Corporate Governance Principles Compliance Report and with other documents it has been submitted on our website and on Public Disclosure Platform for the review of our shareholders.

5. Discharge of liability of the members of the Board of Directors

Discharge of liability of every member of the Board of Directors separately regarding their operations, transactions and accounts for 2020 will presented to the approval of the Ordinary General Assembly.

6. Decision on the appropriation of 2020 net profit

According to our financial statements which are audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. the "Net Period Profit" for the accounting period 01.01.2020-31.12.2020 is TL 6.267.167.124,74. The profit distribution proposal of the Board of Directors to the Ordinary General Assembly is in Annex 1.

7. Appointment and determination of the tenure of the Members of the Board of Directors

Appointment will be made for the Members of the Board of Directors whose terms have expired, and the tenure for the appointments will be determined.

Regarding the independent Member of the Board of Directors, according to Item b, Clause 3 of the Article 6 of the "Communiqué on Corporate Governance" No: II-17.1 principle clauses 4.3.6, 4.3.7 and 4.3.8 of "Corporate Governance Principles of the Capital Markets Board" will be applied. Within this scope, the Independent Member Candidate for the Board of Directors is Mehmet Tuğrul Belli and his Curriculum Vitae is in Annex 2.

8. Determination of the compensation of the Members of the Board of Directors

A monthly gross salary of TL 15.000 is paid to the current Members of the Board of Directors. The salary to be paid to the members who will be elected in the new period will be determined at the Ordinary General Assembly. In addition to this, Ordinary General Assembly will decide regarding the payments to the Board Members who will assume an additional appointment in the Bank.

9. Appointment of the Independent Auditors

The appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for 2021 in line with the decision of the Board of Directors held on 31.01.2020 which itself included the opinion of the Bank's Audit Committee regarding the subject matter will be submitted to the approval of the Ordinary General Assembly.

10. Amendment to the article 9 of the Articles of Association of the Bank

All required consents and approvals in relation to the amendments to the Articles of Association have been obtained, and will be submitted for the approval of our shareholders at the General Assembly. The amendments can be found at Annex.3

11. Providing information regarding the updated remuneration policy

Bank's the remuneration policy prepared according to Capital Market Board's Communique on Principles for Corporate Governance article 4.6.2 has been updated and is available in Annex 4

12. Providing information regarding the donations made in 2020

The amount of donations made by our Bank in 2020 stood at TL 10.621.535,20. The said matter is only for information purposes and it is not subject to Ordinary General Assembly approval.

13. Determining the bank's donation limits for 2021

In accordance with Clause 5 of the Article 19 of the Capital Markets Law, donation limit of the Bank should be submitted for the approval of the Ordinary General Assembly. According to the Banking Law, the banks can make donations up to maximum 0,4% of their shareholder's equity in a financial year. It is expected that a proposal which takes the provisions of Banking Law for the donation limit into account will be made at the Ordinary General Assembly.

The donations made by our Bank in the years 2018, 2019 and 2020 and their ratio to shareholder's equity were, respectively, TL 44.165 (%0,0001), TL 85.834 (%0,0002) and TL 10.621.535,20 (%0,017).

14. Empowerment of the Board of Directors with regards to the authorization of the Members of the Board of Directors concerning the matters falling within the scope of articles 395 and 396 of the Turkish Commercial Code

Our members of the Board of Directors can carry out operations within the framework of the Article 395 of Turkish Commercial Code titled "Prohibition on Operation with a Company, Borrowing to a Company" and Article 396 of Turkish Commercial Code titled "Prohibition of Competition" with the approval of the Ordinary General Assembly. The aforementioned permission will be submitted to the approval of the Ordinary General Assembly in order to comply with the requirements of the regulation above.

AKBANK T.A.Ş. Profit Distribution Table for the Year 2020 (TL)
	1. Paid/Issued Capital	5.200.000.000,00
	2. Total Reserve Funds (According to Legal Records)	1.772.027.260,68
	According to the Articlesof the Association, if there is any privilege in theprofit distribution, information related with the mentioned privilege	-
		According to LegalRecords (LR)
3.	Profit for the Fiscal Period	7.945.212.143,73
4.	Tax Payable ( -)	1.678.045.018,99
5.	Net Profit for the Fiscal Period ( = )	6.267.167.124,74
6.	Losses for the Previous Years ( -)	0,00
7.	First Scheme Legal Reserve ( -)	0,00
8.	NET DISTRIBUTABLE PROFIT FOR THE FISCAL PERIOD (=)	6.267.167.124,74
9.	Donations made during the year ( + )	10.563.914,56
10.	Net distributable period profit in which the donations are added to theprimary dividend	6.277.731.039,30
	Primary Dividend to the Shareholders'	260.000.000,00
	-Cash	260.000.000,00
11.	-Bonus shares	0,00
	-Total	260.000.000,00
12.	Dividend Distributed to the Privileged Shareholders	0,00
	Other Distributed Dividend	0,00
	-Board Members	0,00
13.	-Employees	0,00
	-People other than shareholders	0,00
14.	Dividend Distributed to Founders Shares	0,00
15.	Secondary Dividend to the Shareholders'	366.080.000,00
16.	Second Scheme Legal Reserve Fund	36.608.000,00
17.	Statutory Reserves	0,00
18.	Special Reserve Account	702.497,79
19.	EXCESS RESERVE	5.603.776.626,95
20.	Other Sources Proposed to be Distributed
	- Profit for the Previous Year
	- Extraordinary Reserves- Other Reserves Distributed According to the Law and Articles ofAssociation	-

AKBANK T.A.Ş. Profit Distribution Table for the Year 2020 (TL)
	TOTAL DIVIDEND AMOUNT(TL)		TOTAL DIVIDEND / NETDISTRIBUTABLEPROFIT	DIVIDEND CORRESPONDINGTO 1 TL NOMINAL VALUESHARE
	CASH	BONUSSHARES	PERCENTAGE	AMOUNT	PERCENTAGE
	(TL)	(TL)	(%)	(TL)	(%)
GROSS	626.080.000,00	-	9,99	0,12040	12,04000
NET	532.168.000,00	-	8,49	0,10234	10,23400

(*) In cash dividend payments made to the fully accountable corporations, (15%) income tax deduction will not be made.

CURRICULUM VITAE OF THE BOARD OF DIRECTORS

According to Item b, Clause 3 of the Article 6 of the "Communiqué on Corporate Governance", No: II-17.1; the principles number 4.3.6, 4.3.7 and 4.3.8 of the "Corporate Governance Principles of the Capital Markets Board" will be applied for the selection of an independent member to the Board of Directors. Within this scope, the Independent Member Candidate of the Board of Directors of the Bank is Mehmet Tuğrul Belli and his Curriculum Vitae is presented below.

Mehmet Tuğrul Belli (Independent Board Member)

Mehmet Tuğrul Belli started his professional career at Iktisat Bank's Corporate Finance Department in 1990. He started serving as General Secretary at Turkish Bank in 1994, and participated in the foundation of Turkish Yatırım in 1997, a subsidiary of the bank. He served as a Member of the Board of Directors of the company until 2005, and also served as General Manager for a period. He still serves as an Economics Advisor at Turkish Bank. Belli taught at İstanbul Ticaret University on "Banking Management" between 2006 and 2012. Belli has been an op-ed columnist of Dünya Daily since 2008. An alumni of American Robert College, he holds an undergraduate degree from London School of Economics and Political Science, and a graduate degree from CUNY Baruch College.

THE TEXT OF AMENDMENT TO THE AKBANK TÜRK ANONİM ŞİRKETİ ARTICLES OF ASSOCIATON

OLD FORM	NEW FORM
preemptive rights of the shareholders entitled to	preemptive rights of the shareholders entitled to
these shares -	these shares -
in accordance with the related	in accordance with the related
communiqués of the Capital Markets Board and	communiqués of the Capital Markets Board and
the	the
applicable	applicable
provisions	provisions
of	of
the	the
Turkish	Turkish
Commercial Code, by addressing the Bank in the	Commercial Code, by addressing the Bank in the
time period to be determined by the Board of	time period to be determined by the Board of
Directors which is not to be shorter than 15 or	Directors which is not to be shorter than 15 or
longer than 60 days commencing from the event	longer than 60 days commencing from the event
depicted by the aforementioned legislation -	depicted by the aforementioned legislation -
shall	shall
be void. The shares released due to unused	be void. The shares released due to unused
preemptive	preemptive
rights	rights
shall	shall
be	be
subject	subject
to	to
the	the
applicable legislation.	applicable legislation.
E-	E-
All shares must be registered and listed on the	All shares must be registered and listed on the
Stock Exchange.	Stock Exchange.
F-	F-
The Board of Directors is authorized to pass	The Board of Directors is authorized to pass
resolutions with respect to issuing shares at a	resolutions with respect to issuing shares at a
premium or at a discount to the nominal value	premium or at a discount to the nominal value
accordance with the provisions of the Capital	accordance with the provisions of the Capital
Markets Law.	Markets Law.

1. OBJECTIVE

Objective of the Remuneration Policy is determining principles and procedures in written form which shall contribute to effective risk management preventing extreme risk taking for ensuring compliance of the Bank with its strategies, long-term targets and risk structure, within the framework of Banking Regulation and Supervision Agency and Capital Markets Board's Corporate Governance Principles.

By the Remuneration Policy structured to gain, protect, award and motivate human resources required for sustainable success, it is also intended to avoid risks that may arise from practices or behaviours which may affect customers, stakeholders or markets negatively causing customer loss, financial penalty or loss of reputation.

2. SCOPE

The Remuneration Policy determines Remuneration principles and rules which are effective for the Board of Directors, Chief Executive Officer, Executive Vice Presidents and all bank employees.

In case there is a Union with definite authority and a Collective Bargaining Agreement in effect at the Bank, remuneration and personal benefits of the employees which shall be within the scope of the Collective Bargaining Agreement (Employees within the Scope) are determined by the Collective Bargaining Agreement. Payments made to the "Employees within the Scope" and not arranged by the Collective Bargaining Agreement and remuneration and personal benefits of all employees other than "Employees within the Scope" are determined by this policy document.

3. PRINCIPLES

3.1. Remuneration: Wages to be paid to the Members of the Board of Directors, Top Management and other personnel are in compliance with the Bank's ethical values, internal balances and strategical targets. All employee remunerations are determined by considering the responsibilities they undertake.
3.2. Wage level and wage range: Wages of all our employees are managed by wage ranges determined for each level.

To ensure wage justice, it is intended to pay a similar wage to employees performing similar duties. For this purpose, levels of the duties are determined by depending on the authorities and responsibilities. Wage levels and ranges are reviewed at each term of wage increase.

3.3. Awarding high performance: It is intended to have the employees showing performance over the expected level according to the Performance Assessment System results get higher wage increase and higher bonus payments.
3.4. Payments based on performance: In Remuneration and bonus studies, performance measures of the relevant periods are taken into consideration. Payment

amounts based on performance, primarily the bonus payments, are not guaranteed in advance.

3.5. Confidentiality of wage: Privacy and confidentiality of the wages and other financial payments at the Bank are essential. Breach of confidentiality by an employee is a subject of the disciplinary board.

4. DETERMINING REMUNERATION POLICY

Remuneration Policy and practices are one of the important factors in ensuring employee engagement and developing performance. While determining Remuneration Policy prepared to gain new talents to our company and protect our employees with high performance, the following issues are considered.

4.1. Internal factors:

When wage structure of the Bank is determined;

Wage balance within the Bank and budget opportunities,
Job definition and responsibility level of the employees,
Personal performance each employee displays,
Competencies of the employee
Compliance with the Bank's internal and external regulations

are taken into consideration.

4.2. External factors:

While the Bank's wage policy is determined, sectoral data are considered to compete with the sector, gain new talents to our company and reduce turnover. While designing the employees' wage and premium model, the Bank's position in the sector is regarded according to the results of the Banking Sector wage survey conducted by some independent institutions.

5. APPLYING REMUNERATION POLICY

General practicing principles of the Remuneration Policy are as the following.

5.1. Financial Rights Provided for the Executives:

Pursuant to the Corporate Governance Principles, rights to be provided for the members of the Board of Directors and Remuneration principles are determined by the Remuneration Committee by the approval of the Board of Directors on the basis of the authority to be given by the General Assembly.

5.2. Wage Increases:

Wage increase is made once a year.
In determining increase budget in wage increase periods the following criteria are taken as the basis and submitted to the approval of the management.
- Rates of inflation of the previous periods
- Fields where competitive policies shall be applied
Position of the Bank in the sector
It is intended to ensure applying similar wage policy to equal work and individual differentiations to be performance based.
To award high performance, employees who are below the average of Bank wage range according to the wage level but display high performance receive higher wage increase.
Position of the Bank in the sector is determined by analysing wage surveys conducted by independent consultancy firms to determine the position of the Bank in the sector.
Wage increase information of the relevant period is shared with the employees.

5.3. Determining new wages after promotion or duty change:

In case there is a change in the wage level of the employees who are promoted or have a change in duty, the employee's new wage is determined according to his/her position in the new level.

5.4. Performance Bonus:

Bonus payments are payments made for:

Increasing efficiency of the employees and ensuring performance continuity in achieving corporate targets,
Featuring individual performance and distinguishing successful employees, and
Awarding employees creating added value in the institution in this respect.

Bonus system includes the Board of Directors, Chief Executive Officer, Executive Vice Presidents, Head Office and Field employees. In determining the amount of bonus to be distributed, factors as credit risk, operational risk, legislation risk and reputation risk are taken into consideration along with the risk management concepts being applied. Besides, in all kinds of actions which provide obtaining the performance creating the basis of the bonus, requirement of protecting the benefits of the Bank and the customer are considered.

Internal Audit, Internal Control, Compliance, Risk Management and Information Risk Management functions have separated bonus systems and their budgets are managed separately.

For "Special Employees" determined within the scope of the "Guide on Best Remuneration Practices at the Banks" published by the Banking Regulation and Supervision Agency, there is an Executive Aködül Bonus practice. Bonus amounts of staff lawyers of the Bank are paid within the scope of Law Performance Bonus System.

5.5. Campaign Awards:

Awards granted to employees and/or teams relevant to campaigns organized for achieving a target which is specified and clearly defined and deserved on condition of fulfilling the criteria determined in advance within the scope of defined rules.

5.6. Other Awards:

Awards granted to contribute directly in motivation and efficiency of our Bank's employees, increase satisfaction on work, to know, appreciate and encourage employees displaying high performance and empower commitment of employees to their occupation and the Bank.

5.7. Fringe Benefits Practices:

It refers to benefits and payments which are either pecuniary or not. It is determined by considering job definition, position level, level of authority, budget and such criteria.

6. FOLLOWING UP, AUDITING AND REPORTING REMUNERATION APPLICATIONS

The "Corporate Governance Committee" conducts the process of following up, auditing and reporting Remuneration practices on behalf of the Board of Directors.

The Board of Directors establishes necessary processes relevant to payments including cancelling performance-based payments for those determined that they endanger secure operation of the Bank as a result of their activities or responsible for damaging financial structure of the bank.

The Bank's Remuneration Policy is applied in accordance with the arrangements of the Banking Regulation and Supervision Agency and Capital Markets Board.

Disclaimer Statement:

This document is a convenience translation of the principal document that has been published in Turkish and provided on our website (www.akbankinvestorrelations.com) in accordance with relevant laws and regulations. The information contained in this document is published for the assistance of recipients, but is not to be relied upon as authoritative or taken in substitution of the principal document that is published in Turkish. The Company does not accept any liability whatsoever for any direct or consequential loss arising from any use of this document or its content.