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AKBANK T.A.Ş. AGM Information 2021

Mar 24, 2021

5880_rns_2021-03-24_e9ccf033-51d4-4c52-8edf-b9a8ff922cbe.pdf

AGM Information

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AKBANK T.A.Ş. FROM THE BOARD OF DIRECTORS INVITATION TO THE ORDINARY GENERAL ASSEMBLY

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, Istanbul, 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.

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 28, 2012, with no: 28395 “Regulation for the Ordinary General Meeting for Incorporated Companies in Electronic Environment” and dated August 29, 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 twenty-one days before the meeting date, on e- GEM section of CRA’s website, 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.

THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 2020

  1. Opening and Appointment of the Meeting Presidential Board,

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

  3. Communication of the Independent Auditors’ Report,

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

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

  6. Decision on the appropriation of 2020 net profit,

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

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

  9. Appointment of the Independent Auditors,

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

  11. Providing information regarding the updated remuneration policy,

  12. Providing information regarding the donations made in 2020,

  13. Determining the bank’s donation limits for 2021,

  14. Empowerment of the Board of Directors in connection with matters falling within the scope of articles 395 and 396 of the Turkish Commercial Code,

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

OLD FORM

Capital and Mode and Terms of Payment of Capital: Article: 9 -

A- The Bank adopted the authorized capital system in accordance with the provisions of Capital Market Law and implemented the authorized capital system pursuant to the Capital Markets Board’s permission No. 116/1376 dated December 2, 1999. The authorized capital of the Bank is TL 10,000,000,000 (ten billion) divided into 1,000,000,000,000 (one trillion) registered shares each with a nominal value of 1 Kuruş.

Capital Markets Board’s approval of the authorized capital is valid between 20 17 and 20 2 1 (5 years). Even if the authorized capital has not been reached at the end of 202 1 , in order for the Board of Directors to take a decision to raise the Bank’s capital after 202 1 , the Board is required obtain get the authorization of the General Assembly not longer than 5 years for a new time period after obtaining the permission of the Capital Markets Board for the previously approved authorized capital or a new authorized capital level. In case the aforementioned authorization is not obtained, the Bank shall not increase its capital with a Board of Directors’ resolution. The Board of Directors is authorized to issue new shares and raise the issued capital up to the authorized capital in accordance with the provisions of the Capital Markets Law.

B- The issued capital of the Bank is TL 5,200,000,000 (five billion and two hundred million) divided into 520,000,000,000 (five hundred and twenty billion) registered shares each with a nominal value of 1 Kurus.

C- The issued capital of TL 5,200,000,000 (five billion and two hundred million) is paid fully and in cash, free from collusion.

The shares which represent the capital are registered in accordance with the principles of dematerialization.

When necessary, the Bank’s capital can be raised or lowered within the framework of the

NEW FORM Capital and Mode and Terms of Payment of Capital: Article: 9 -

A- The Bank adopted the authorized capital system in accordance with the provisions of Capital Market Law and implemented the authorized capital system pursuant to the Capital Markets Board’s permission No. 116/1376 dated December 2, 1999. The authorized capital of the Bank is TL 10,000,000,000 (ten billion) divided into 1,000,000,000,000 (one trillion) registered shares each with a nominal value of 1 Kuruş.

Capital Markets Board’s approval of the authorized capital is valid between 2021 and 2025 (5 years). Even if the authorized capital has not been reached at the end of 2025, in order for the Board of Directors to take a decision to raise the Bank’s capital after 2025, the Board is required obtain get the authorization of the General Assembly not longer than 5 years for a new time period after obtaining the permission of the Capital Markets Board for the previously approved authorized capital or a new authorized capital level. In case the aforementioned authorization is not obtained, the Bank shall not increase its capital with a Board of Directors’ resolution. The Board of Directors is authorized to issue new shares and raise the issued capital up to the authorized capital in accordance with the provisions of the Capital Markets Law.

B- The issued capital of the Bank is TL 5,200,000,000 (five billion and two hundred million) divided into 520,000,000,000 (five hundred and twenty billion) registered shares each with a nominal value of 1 Kurus.

C- The issued capital of TL 5,200,000,000 (five billion and two hundred million) is paid fully and in cash, free from collusion.

The shares which represent the capital are registered in accordance with the principles of dematerialization.

When necessary, the Bank’s capital can be raised or lowered within the framework of the

OLD FORM

provisions of the Turkish Commercial Code and the Capital Markets Law.

D- Unless resolved otherwise by the General Assembly, the existing shareholders of the Bank are entitled to acquire, in proportion to their current shareholding, new shares to be issued against new cash capital injection. The unused preemptive rights of the shareholders entitled to these shares - in accordance with the related communiqués of the Capital Markets Board and the applicable provisions of the Turkish Commercial Code, by addressing the Bank in the time period to be determined by the Board of Directors which is not to be shorter than 15 or longer than 60 days commencing from the event depicted by the aforementioned legislation - shall be void. The shares released due to unused preemptive rights shall be subject to the applicable legislation.

E- All shares must be registered and listed on the Stock Exchange.

F- The Board of Directors is authorized to pass resolutions with respect to issuing shares at a premium or at a discount to the nominal value accordance with the provisions of the Capital Markets Law.

NEW FORM

provisions of the Turkish Commercial Code and the Capital Markets Law.

D- Unless resolved otherwise by the General Assembly, the existing shareholders of the Bank are entitled to acquire, in proportion to their current shareholding, new shares to be issued against new cash capital injection. The unused preemptive rights of the shareholders entitled to these shares - in accordance with the related communiqués of the Capital Markets Board and the applicable provisions of the Turkish Commercial Code, by addressing the Bank in the time period to be determined by the Board of Directors which is not to be shorter than 15 or longer than 60 days commencing from the event depicted by the aforementioned legislation - shall be void. The shares released due to unused preemptive rights shall be subject to the applicable legislation.

E- All shares must be registered and listed on the Stock Exchange.

F- The Board of Directors is authorized to pass resolutions with respect to issuing shares at a premium or at a discount to the nominal value accordance with the provisions of the Capital Markets Law.

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 contents.