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(B) shares held by the attendant foundations
under the General Directorate of Foundations.
The Articles of Incorporation do not include any
provisions to restrict the transfer of Class (B)
shares held by other attendant foundations and of
Class (C) and (D) shares.
However, the Bank’s Board of Directors is
authorized to convert Class (B) shares held by
attendant foundations (subject to permission by
the General Directorate of Foundations) and Class
(C) shares into Class (D) shares at the request of
the Shareholders.
CHAPTER II - PUBLIC DISCLOSURE AND
TRANSPARENCY
8. Bank Information Disclosure Policy
The Information Disclosure Policy of the Bank
was approved by the Board of Directors on March
19, 2009 and was announced to the public. The
Information Disclosure Policy is accessible on the
Bank’s website.
The following announcements are made under
the Bank’s Information Disclosure Policy:
Announcement of issues (agenda, proxy,
invitation to Shareholders) to be discussed at the
General Assembly meeting via print media and
the Internet;
Announcements and disclosure of amendments
to the Articles of Incorporation, General Assembly
meetings, capital increase and dividend
distribution through the Turkish Trade Registry
Gazette and daily newspapers;
Annual reports are prepared before the annual
General Assembly meeting, in accordance
with the Banking Regulation and Supervision
Agency (BRSA) regulations; contain statutorily
required information and announcements; are
made available to Shareholders for review;
are published on the Bank’s website and hard
copies are provided upon request by the Investor
Relations Group and branches;
• Disclosure of the Bank’s dividend policy via
the Public Disclosure Platform-PDP and on the
Bank’s website,
• Submission of quarterly unconsolidated and
consolidated financial statements and notes
to the statements prepared in accordance
with BRSA regulations, and the independent
audit report, to the Public Disclosure Platform
within the statutorily defined period and
the announcement of these reports and
information on the Bank’s website;
• Submission of Material Event Disclosures to the
Public Disclosure Platform in a timely manner,
as required by Capital Markets Board (CMB)
regulations;
• The Bank issues press releases via print or
visual media when necessary. Such press
statements are made only by the Chairman of
the Board of Directors, the General Manager or
the Executive Vice President or other executives
to be authorized by the Chairman of the Board
of Directors, the General Manager or the
Executive Vice President.
The Bank issued 214 material event disclosures
in 2013, pursuant to the Communiqué on the
Principles Related to the Public Disclosure of
Material Events issued by the Capital Markets
Board. These material disclosures pertained to
issues affecting the Bank or the Bank’s operations.
The material event disclosures are prepared by
the Investment Banking Group; the disclosures are
regularly posted to fund managers, institutional
investors and other investors abroad via e-mail by
the Investor Relations Department. No additional
disclosure was requested by the BIST during the
year.
No sanctions were imposed on the Bank by the
Capital Markets Board for non-compliance with
material event disclosure requirements.
As per the New Corporate Governance
Communiqué published on the 3rd of January
2014 by CMB, the Bank, except the material
matters and footnotes, will start to announce
its financial statements –which must be
publicly disclosed – both in Turkish and English
simultaneously in the Public Disclosure Platform in
accordance with the Capital Market legislation.
9. Bank’s Website and Its Content
VakıfBank’s websites both in Turkish and English
are available at the URL of www.vakifbank.com.tr.
Under the “Investor Relations” section of the
websites which were created both in Turkish
and English, following information are available;
corporate information, up-to-date ownership and
management structure, credit ratings, information
about the share certificates, periodical financial
statements which are prepared in accordance
with the provisions of the Banking Regulation
and Supervision Agency (BRSA) and with the
international accounting standards, reports and
presentations for the information of investors,
activity reports, interim activity reports prepared
quarterly for the information of investors,
disclosure of material matters.
Corporate website is organized in a manner
that enables the stakeholders to access the
information fast and easily. Information on the
website is continuously updated. At the same
art, environment and sports, and to the non-
governmental organizations, associations and
foundations, state institutions and organizations.
Moreover, the Bank can also make donations with
the aim of introducing Bank’s corporate identity
and extending its banking activities.
5. Voting and Minority Rights
The provisions regarding voting rights of the
Shareholders and the use of these rights are
stipulated in the Article 30 of VakıfBank Articles of
Incorporation.
Bank shares are divided into Class (A), (B), (C) and
(D) group. The nominal values and voting rights of
the share certificates of all classes are equal. Class
(D) consists of publicly traded shares.
Shareholders who hold or represent 10 shares are
entitled to one vote at the General Shareholders’
meetings while those who hold more than
10 shares are entitled to a number of votes
calculated as per the proportion specified above
without any limitation.
In VakıfBank’s capital, there is no reciprocal
shareholding relationship. The use of the minority
rights is subject to Turkish Code of Commerce,
Capital Markets Law, relevant legislation and to
the communiqué and resolutions of CMB.
6. Dividend Right
There is no privilege on the issue of participation
in VakıfBank’s profit. The principles regarding
the profit distribution of VakıfBank’s shares are
stipulated in the Articles 82, 83, 84,85 of Articles
of Incorporation.
Each year, Board of Directors of VakıfBank submits
its proposal on profit distribution to the General
Assembly and to the Shareholders’ information
via activity report prior to the General Assembly
meeting. The proposal of the Board of Directors
regarding profit distribution is discussed and
resolved at the General Assembly. Following the
decision which was taken in 2013 regarding the
distribution of 2012 profit, the transactions related
to the profit distribution were completed within
statutory period and required notifications were
made to the official authorities. Moreover, on the
same say, the relevant resolution was announced
to the public through Public Disclosure Platform.
In profit distribution, a balanced policy is pursued
between the benefits of the Shareholders and
partnership.
7. Transfer of Shares
All Bank shares are registered shares and are
divided into Class (A), (B), (C), and (D) groups.
The Council of Ministers is entitled to sell and to
determine the procedures and principles of the
sale of Class (A) shares of the Bank and the Class
Corporate Governance Principles Compliance Report