TÜRKİYE VAKIFLAR BANKASI T.A.O.

AGM Information • Jun 14, 2024

INFORMATION DOCUMENT ON TÜRKİYE VAKIFLAR BANKASI T.A.O. ORDINARY GENERAL ASSEMBLY MEETING DATED JUNE 6th, 2024

As per the resolution of the Board of Directors dated 08.05.2024 and numbered 98638, it is decided that the 70th Ordinary General Assembly Meeting of VakıfBank for 2023 will be held on June 6th, 2024, at 10.00 am at VakıfBank Headquarter located in Istanbul Finanskent Mahallesi Finans Caddesi No:40/1 Ümraniye.

For those who will attend the meeting by proxy, a sample proxy form (Annex 1) and the agenda is provided below. These can also be reached on the web site at https://www.vakifbank.com.tr/en/investor-relations the Investor Relations page.

Our shareholders may physically attend the General Shareholders' Meeting personally or by proxy or may participate the General Shareholders' Meeting personally or by proxy in electronic environment according to Article 1527 of the Turkish Commercial Code No. 6102. The shareholders who declare to attend the General Shareholders' Meeting in electronic environment, will not be able to attend the meeting physically.

Shareholders who are listed at the General Assembly Registry list, provided by Central Securities Depository and Trade Repository Of Türkiye (MKK), can attend the Ordinary General Assembly.

The participants by proxy and the representatives of Public Institution or legal entity shareholders are kindly asked to present national ID and proxy forms prepared in accordance with the sample proxy below or the representation documents. Therefore, shareholders wishing to give proxy should fill the proxy form and make it certified to a public notary or add an authorized signature to the proxy certified by a notary. Otherwise, the proxy will be invalid. Shareholders attending the meeting physically must present national ID in the General Assembly Day.

Within the framework of the principles and procedures of "Regulation on General Assembly Meetings of Joint Stock Companies to Be Held in Electronic Environment", shareholders who want to attend the General Assembly Meeting in electronic environment personally or with representatives can attend General Assembly Meeting through Electronic General Meeting System (e-GEM) provided by Central Securities Depository and Trade Repository of Türkiye (MKK).

In order to attend personally to the General Assembly or appoint a representative on e-GEM portal, registration to einvestor system and having an electronic signature is requested and required information can be reached through "user guide" tab in the e-investor system.

It is possible for the custody institutions to attend the General Assembly Meeting as depositor representative if they are identified in the E-GEM 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 General Assembly Meeting, they should bring the proxy below along with the Power of Attorney Related to Deposited Shares (Annex 1/a) and Instruction Notification Form (Annex 1/b), as attached below.

2023 Annual Report which includes the Financial Tables, the Board of Directors' Activity Annual Report, the Auditors' Report and the Independent Auditors' Report will be available at VakıfBank Headquarters and branches, on the website and on e-Company information portal over e-GEM portal for shareholders' perusal three weeks before the General Assembly Date.

It is important for the shareholders to inform the Bank about the changes in shareholder information (such as address, telephone and trustee etc.) to track the changes smoothly.

Yours Sincerely,

TÜRKİYE VAKIFLAR BANKASI T.A.O.

ADDRESS	:	TÜRKİYE VAKIFLAR BANKASI T.A.O
		International Banking and Investor Relations Department
		Finanskent Mahallesi Finans Caddesi No:40/1 Ümraniye/İstanbul
WEBSITE	:	https://www.vakifbank.com.tr/en
TELEPHONE	:	+90 216 724 2694
E-MAIL	:	yatirimciiliskileri2@vakifbank.com.tr

ADDITIONAL EXPLANATIONS IN ACCORDANCE WITH THE CORPORATE GOVERNANCE COMMUNIQUÉ (II. 17.1) ISSUED BY THE CAPITAL MARKETS BOARD OF TÜRKİYE

Additional explanations required to be made pursuant to Capital Markets Board "Corporate Governance Comminique" numbered II.17.1 and enacted on January 3rd, 2014 are stated below.

1-) Ownership Structure

The Bank's current ownership structure and voting rights are as follows:

CLASS OF SHARES	SHAREHOLDER	NOMINAL VALUE OF SHARES (TL)	Share Percentage	Vote Percentage
A	Republic of Türkiye Ministry of Treasury and Finance	1,075,058,639.56	10.84%	10.84%
B	Republic of Türkiye Ministry of Treasury and Finance	387,673,328.18	3.91%	3.91%
B	Other Appendant Foundations	2,588,471.10	0.03%	0.03%
C	VakıfBank Pension Fund	402,552,666.42	4.06%	4.06%
C	Individuals and Legal Entities	1,519,263.94	0.02%	0.02%
D	Türkiye Wealth Fund	7,415,921,522.54	74.79%	74.79%
D	Free Float	630,607,630.80	6.35%	6.35%
	TOTAL	9,915,921,522.54	100.00%	100.00%

The Board of Directors consists of nine members. Three members of Group (A) and one member of Group (B) and two members of Group (C) are selected among the candidates proposed by the majority of their group and one member among candidates proposed by the shareholders by taking into account the preferences of Group (D) primarily and two other members shall be elected by the General Assembly among the candidates proposed by shareholders. Two members of Group (A) and (C) and one member who is elected by the preferences of Group (D) are independent members.

2-) Information Regarding the Changes in Management and Operations Which may Affect the Operation of the Bank and Its Affiliates Significantly

There is no change in the management and activities of the Bank and its affiliates which will materially affect the Bank's activities during 2023 accounting period. On the other hand, no change is planned for the upcoming accounting period which will materially affect the activities of the Bank. Furthermore, issues which will materially affect the Bank's activities are disclosed to public in accordance with the relevant legislation.

3-) Information on the requests of the shareholders to add an agenda item

No written request has been received by Investor Relations Department in order to add an agenda item.

TÜRKİYE VAKIFLAR BANKASI T.A.O.

THE AGENDA OF 70th ORDINARY GENERAL ASSEMBLY MEETING DATED JUNE 6th, 2024

1. Opening and the formation of Presidency Council,

Presidency Council 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 who will Attend these Meetings ("Regulation")

2. Reading and discussion of the 2023 Board of Directors' Annual Activity Report, Audit Board Report and Auditor's Reports ,

Board of Directors' Annual Activity Report and Auditor's Report which has been submitted for our shareholders' review on e-CRA's website, on e-GEM page, on our Bank's internet Investor Relations I Vakfbank (vakifbank.com.tr/en) , in "Investor Relations" section and at the all 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. Reading, discussion and approval of 2023 financial report,

2023 financial report which has been submitted for our shareholders' review and approve on e-CRA's website, on e-GEM page, on our Bank's internet address Investor Relations I Vakfbank (vakifbank.com.tr/en) , in "Investor Relations" section and at the all 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.

4. Discharge of the Board members regarding the 2023 activities,

Discharge of liability of every member of the Board of Directors separately regarding their operations, transactions and accounts for 2023 will presented to the approval of the Ordinary General Assembly.

5. Approval of profit usage and the amount of profit to be distributed according to the Board of Directors' proposal,

According to our financial statements which are audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst&Young) the "Net Period Profit" for the accounting period 01.01.2023-31.12.2023 is TL 25,045,910,487.55. The profit distribution proposal of the Board of Directors to the Ordinary General Assembly is in Annex 2.

6. The transfer of the increment amount from Extraordinary Reserves Account to a special reserve account resulting from the revaluation application within the scope of the paragraph (ç) of the Repeating Article No. 298 of the Tax Procedure Law No. 213 and the re-transfer of the increment amount from special reserve account to Extraordinary Reserves Account resulting from inflation adjustment applied in relation to the end of the 2023 accounting period,

The revaluation result of TL 3,018,393,667.89 calculated for the year 2023 regarding real estate properties and depreciable assets registered in the Bank's balance sheet, in accordance with the provisions of Repeating Article 298 paragraph (ç) of the Tax Procedure Law and Tax Procedure Law Communiqué No. 547, transferred from the Extraordinary Reserve Account to the special reserve account, and the total value increment calculated for the current and previous periods, amounting to TL 9,821,723,470.31 due to the inflation correction at the end of the 2023 accounting period, has been transferred back from the special reserve account to the Extraordinary Reserve Account.

7. Election of members of the Board of Directors,

Members of the Board of Directors will be elected by the General Assembly.

8. Election of members of the the Audit Board,

Audit Board members will be elected by the General Assembly.

9. Determination on the remuneration of the members of the Board of Directors and the Audit Board,

The salary to be paid to the Board members and Audit Board members in the new period will be determined at the Ordinary General Assembly.

10. Authorization of the Board Members to permit activities mentioned in Articles 395 and 396 of the Turkish Commercial Code and providing information to the General Assembly about whether there have been any activities within the scope of these articles in 2023,

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.

11. Election of the Auditor,

The appointment of Auditor for 2024 financial year will be submitted to the approval of the Ordinary General Assembly.

• 12. Informing shareholders about the donations made during the year, Shareholders will be informed about the amount of donations made by the Bank.
• 13. Informing shareholders regarding share buyback transactions, Shareholders will be informed regarding share buyback transaction.
• 14. Informing shareholders about our Bank's Sustainability Activities, Shareholders will be informed about Bank's Sustainability Activities.

15. Wishes and closing remark.

The General Assembly will be closed by taking the opinions and wishes of shareholders.

Annex 1

PROXY STATEMENT

I (we) do hereby appoint, empower and delegate ..................................................... as my (our) proxy to represent me (us) as per the principles stated below, to vote, to make proposal and to sign on my (our) behalf any necessary documents at the Ordinary General Shareholder's Meeting of Türkiye Vakıflar Bankası T.A.O to be held at on June 6th, 2024, at 10:00 am at VakıfBank Headquarter located in Istanbul Finanskent Mahallesi Finans Caddesi No:40/1 Ümraniye.

Proxy(*);

First Name, Last Name/ Company's Name: ............................................................................................................................. ID Number/Tax Number, Central Securities Depository and Trade Repository System No:

..........................................................

(*) If available, equivalents of the information required must be submitted by foreign proxies.

PROXY ADDRESS:

A. SCOPE OF PROXY AUTHORIZATION

Given below for part 1 and 2, only one of the alternatives (a), (b) or (c) may be chosen to determine the scope of power of attorney.

1. Information on items involved in the agenda of Ordinary General Assembly;

• a) The proxy is empowered to vote for all the items on the agenda in line with his/her personal opinion.
• b) The proxy is empowered to vote in line with the proposals of the company's management.
• c) The proxy is empowered to vote for items on the agenda as per below mentioned instructions.

Instructions:

In case of being chosen (c) by shareholders, a special instruction is given by marking one of the options (accept or reject) in front of the relevant General Assembly Meeting Agenda item. In case of choosing reject option, written dissenting opinion on the minute of general assembly must be noted by shareholders, if any.

Agenda Items	Accept	Reject	Explanation
1. Opening and the formation of Presidency Council,
2. Reading and discussion of the 2023 Board of Directors' Annual Activity Report, Audit Board Report and Auditor's Reports,
3. Reading, discussion and approval of 2023 financial report,
4. Discharge of the Board members regarding the 2023 activities,
5. Approval of profit usage and the amount of profit to be distributed according to the Board of Directors' proposal,
16. 6. The transfer of the increment amount from Extraordinary Reserves Account to a special reserve account resulting from the revaluation application within the scope of the paragraph (ç) of the Repeating Article No. 298 of the Tax Procedure Law No. 213 and the re-transfer of the increment amount from special reserve account to Extraordinary Reserves Account resulting from inflation adjustment applied in relation to the end of the 2023 accounting period,
7. Election of members of the Board of Directors,

8. Election of members of the the Audit Board,
9. Determination on the remuneration of the members of the Board of Directors and the Audit Board,
10.Authorization of the Board Members to permit activities mentioned in Articles 395 and 396 of the Turkish Commercial Code and providing information to the General Assembly about whether there have been any activities within the scope of these articles in 2023,
11. Election of the Auditor,
12. Informing shareholders about the donations made during the year,	INFORMATION
INFORMATION 13. Informing shareholders regarding share buyback transactions,
14. Informing shareholders about our Bank's Sustainability Activities,	INFORMATION
15. Wishes and closing remark,			WISHES AND CLOSING REMARK

2. Specific instruction regarding other issues that may arise in the Ordinary General Assembly and exercising minority rights in particular;

• a) The proxy is empowered to vote for all the items on the agenda in line with his/her personal opinion.
• b) The proxy is not authorized to represent for the items on the agenda.
• c) The proxy is empowered to vote for items on the agenda as per below mentioned special instructions.

SPECIAL INSTRUCTIONS:

(If any, special instructions to be given to the proxy are stated here by shareholders.)

B. Shareholder refers to the share that the proxy represents by selecting one of the following options.

1. I agree representing of my shares detailed below by proxy.

• a) Group
• b) Nominal (Face) Value:
• c) Whether it has privileged vote or not:
• d) The ratio of total shares/voting rights of shareholder:

2. I agree that the proxy may represent my all shares which are involved in Ordinary General Assembly Registry List, provided by Central Securities Depository and Trade Repository of Türkiye.

SHAREHOLDERS FIRST NAME, LAST NAME OR TITLE: ............................................................................. ADDRESS:.............................................................................. SIGNATURE:..........................................................................

Important Notice: This proxy document is translated into English solely for informational purposes. The form should be translated into Turkish by a certified Notary or must be filled as the Turkish version. The Turkish version can be found on our website.

Annex 1/a

SAMPLE OF POWER OF ATTORNEY RELATED TO DEPOSITED SHARES

A) DEPOSITOR

(1) Name Surname /Title:
(2) National ID/Tax ID/MERSIS
Number:
(3) Address:

B) CONSIGNED

(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 meetings, 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.

Depositor	Consigned
Seal /Signature	Seal / Signature

Explanations:

1) The owner of the share shall be written.

2) If the shareholder is a local real person, national ID number shall be written, if the shareholder is a legal entity, MERSIS number/ tax ID shall be written. If the shareholder is foreigner, either foreigner ID number or tax ID number shall be written.

3) The full open address shall be written.

4) Name and surname of the consigned person or title of the intermediary firm shall be written.

5) MERSIS or the tax ID number of the consigned shall be written.

6) The address of the consigned shall be written.

7) Number of the shares to be consigned and total nominal value shall be written. However, in case the shares which are monitored in a dematerialized way as per Article 13 of Capital Markets Law, it can be defined by writing the account number in custody institution that the shares are in.

INSTRUCTION NOTIFICATION FORM

(I) GENERAL ASSEMBLY

The Company That Holds General Assembly Meeting
Date of General Assembly
Meeting

(II) INSTRUCTIONS REGARDING THE AGENDA ITEMS

Agenda Item (*)	Vote	Explanation (**)
1. Opening and the formation of Presidency Council,	ACCEPT
	DECLINE
2. Reading and discussion of the 2023 Board of Directors' Annual Activity	ACCEPT
Report, Audit Board Report and Auditor's Reports,	DECLINE
3. Reading, discussion and approval of 2023 financial report,	ACCEPT
	DECLINE
4. Discharge of the Board members regarding the 2023 activities,	ACCEPT
	DECLINE
5. Approval of profit usage and the amount of profit to be distributed	ACCEPT
according to the Board of Directors' proposal,	DECLINE
6. The transfer of the increment amount from Extraordinary Reserves	ACCEPT
Account to a special reserve account resulting from the revaluation	DECLINE
application within the scope of the paragraph (ç) of the Repeating Article
No. 298 of the Tax Procedure Law No. 213 and the re-transfer of the
increment amount from special reserve account to Extraordinary Reserves
Account resulting from inflation adjustment applied in relation to the end
of the 2023 accounting period,
7. Election of members of the Board of Directors,	ACCEPT
	DECLINE
8. Election of members of the the Audit Board,	ACCEPT
	DECLINE
9. Determination on the remuneration of the members of the Board of	ACCEPT
Directors and the Audit Board,	DECLINE
10.Authorization of the Board Members to permit activities mentioned in	ACCEPT
Articles 395 and 396 of the Turkish Commercial Code and providing	DECLINE
information to the General Assembly about whether there have been any
activities within the scope of these articles in 2023,
11. Election of the Auditor,	ACCEPT
	DECLINE
12. Informing shareholders about the donations made during the year,		INFORMATION
13. Informing shareholders regarding share buyback transactions,	INFORMATION
14. Informing shareholders about our Bank's Sustainability Activities,,		INFORMATION
15. Wishes and closing remark,		WISHES AND CLOSING REMARK

(*)The form will be prepared as including the number of agenda items. If it is prepared incomplete or the instruction regarding the vote is not written, it is acted according to the second paragraph of Article 46 of The Regulation Regarding the Principles and Procedures of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry to Attend the General Assembly Meeting. (**) The depositor can write explanations regarding the agenda to this part. If a counter statement is wanted to put into the minutes with the instruction of "decline" voting, this issue shall be written in the explanations part.

Annex 2

	TÜRKİYE VAKIFLAR BANKASI T.A.O. 2023 PROFIT DISTRIBUTION TABLE (TL)
	1. Paid-in Capital	9,915,921,522.53
2. Legal Reserves (per Legal Book) 6,612,656,487.32
	Information on whether Articles of Association has any privilege regarding
	profit distribution	Per legal book
3	Gross Profit	25,411,678,197.14
4	Reserve for Taxes ( - )	365,767,709.59
5	Net Profit ( = )	25,045,910,487.55
6	Prior Years' Losses ( - )	-
7	Legal Reserves ( - )	2,504,591,048.76
8	NET DISTRIBUTABLE PROFIT ( = )	22,541,319,438.79
9	Donations made during the year ( + )
10	Net distributable profit including donations
11	1st dividend to shareholders	-
	-Cash	-
	-Bonus shares	-
	Total	-
12	Dividend to shareholders which possess preferred shares	-
13	Dividend to Members of Board of Directors and employees etc.	-
*	To the Employees
*	To the Members of the Board of Directors,	-
*	To None Shareholders	-
14	Dividend to shareholders which possess redeemed shares	-
15	2nd dividend to shareholders	-
16	Legal Reserves	-
17	Statutory Reserves	-
18	Special Reserves (*)	102,794,616.87
19	EXTRAORDINARY RESERVES	22,438,524,821.92
20	Other sources which are accepted as distributable (**)	799,497,284.19

(*) It is the total of the real estate sales profit to be added to the capital and the amount allocated as venture capital fund.

(**) Within the year 2023, after setting aside a total of 79,949,728.42 TL in legal reserves in accordance with Article 9 of our Bank's Law and Article 35 of the Articles of Association, from the amount of 799,497,284.19 - TL, which is the profits from previous years, the remaining amount of 719,547,555.77 - TL is planned to be allocated to Extraordinary Reserves.

In line with Article 9/D of Law numbered 6129 on T. Vakıflar Bankası T.A.O., the amount of TL 2,046,386,360.27-which is already accounted as expense for 2023 financials is planned to be paid as dividend bonus payment for the bank employees.

INFORMATION ON DIVIDEND PAYOUT RATIO
	GROUP	TOTAL DIVIDEND AMOUNT		TOTAL DIVIDEND / NET DISTRIBUTABLE PROFIT	DIVIDEND PER SHARE (NOMINAL VALUE: TL1)
		CASH (TL)	BONUS SHARE (TL)	RATIO (%)	AMOUNT(TL)	RATIO(%)
GROSS(*)	-	-	-	-	-	-
NET	-	-	-	-	-	-