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VAKIFBANK ANNUAL REPORT 2013
93
AMENDMENTS TO THE ARTICLES OF INCORPORATION
FORMER VERSION
NEW VERSION
Partnership’s Headquarters
Article 5 (The amended version with the Extraordinary General
Assembly decision dated 25.03.2011)
Bank’s headquarters is located in Istanbul. The address is; Levent Mahallesi,
Hacı Adil Yolu, Çayır Çimen Sokak, No: 2, 1. Levent Beşiktaş/İstanbul. As
per the provisions of the Banking Law Act n.5411, the Bank may open
branches in and out of the country in locations deemed necessary. All
banking transactions can be made as well as money in possession of public
institutions can be deposited in these branches that are in status of state
bank.
Partnership’s Headquarters
Article 5 (The amended version with the Ordinary General Assembly
decision dated 29.03.2013)
Bank’s headquarters is located in Istanbul. The address is; Sanayi Mahallesi,
Eski Büyükdere Caddesi, Güler Sokak, No:51, Kâğıthane/Istanbul. As
per the provisions of the Banking Law Act n.5411, the Bank may open
branches in and out of the country in locations deemed necessary. All
banking transactions can be made as well as money in possession of public
institutions can be deposited in these branches that are in status of state
bank.
Executive Departments
Article 22
Bank’s Executive Units are:
1–General Assembly,
2–Auditors,
3–Board of Directors,
4–Head Office.
Executive Department
Article 22 (The amended version with the Ordinary General Assembly
decision dated 29.03.2013) Article 22
Bank’s Executive Units are:
1–General Assembly,
2–Audit Board,
3–Board of Directors,
4–Head Office.
Call for an Extraordinary Meeting
Article 24 (Extraordinary General Assembly decision dated 09.10.2000
and the amended version of the decision)
The Board of Directors or the auditors and if necessary the Ministry of
Industry and Trade calls for an Extraordinary Meeting of the General
Assembly upon the written requests made by the Board of Directors or the
auditors or the shareholders in possession of the shares with a value equal
to minimum one twentieth of the Bank capital.
Call for an Extraordinary Meeting
Article 24 (The amended version with the Ordinary General Assembly
decision dated 29.03.2013)
In principle, a call for a General Assembly meeting is made by the Board of
Directors. Provisions of the Turkish Code of Commerce are applicable for the
calls that will be made by the Shareholders and minority.
Announcements
Article 25 (The amended version with the Ordinary General Assembly
decision dated 25.03.2011)
The meeting date, hour, and location of the General Assembly which will
be called for a meeting, are announced at least fifteen days prior to the
meeting – taking the date of announcement and meeting into account – in
printed newspaper and in newspapers stipulated in the Article 37 of the
Turkish Code of Commerce and specified by the Board of Directors.
The agenda is announced in the aforesaid newspapers. Capital Markets
Board regulations on regarding the announcements are reserved.
Announcements
Article 25 (The amended version with the Ordinary General Assembly
decision dated 29.03.2013)
Call for a General Assembly meeting is announced in the Turkish Trade
Registry Gazette, in a newspaper delivered nationwide, on the Bank’s
website and on the Public Disclosure Platform and in any other platforms
stipulated by the Capital Markets Board. This call is made at least three
weeks prior to the meeting date, announcement and meeting date
excluded. The agenda is included in the announcement.
Meeting Quorum
Article 29
Shareholders, present personally and by proxy, in possession of shares
with a value of at least one fourth of the capital, must attend the Ordinary
General Assemblies that will convene under ordinary circumstances. If such
quorum is not present in the first meeting, a second call for meeting is
made. Whatever the number of Shareholders present in the second meeting
is, they discuss and resolve the items on the agenda of the first meeting;
on the other hand, a majority of the attending shareholders is required for
a valid decision. The period between the first and the second meeting shall
not be less than fifteen days and more than one month. The announcement
of the call for the second meeting shall be made fifteen days in prior to the
meeting.
In the extraordinary meetings, the quorum stipulated in the Turkish Code of
Commerce is sought.
Meeting Quorum
Article 29 (The amended version with the Ordinary General Assembly
decision dated 29.03.2013)
Partners, present personally and by proxy, in possession of shares with
a value of at least one fourth of the capital, must attend the Ordinary
General Assemblies that will convene under ordinary circumstances. If
such quorum is not present in the first meeting, a second call for meeting
is made. Regardless of whatever the number of partners present in the
second meeting is, they discuss and resolve the items on the agenda of
the first meeting; on the other hand, a majority of the attending partners is
required for a valid decision. The period between the first and the second
meetings shall not be less than fifteen days and more than one month.
The announcement of the call for the second meeting shall be made three
weeks in prior to the meeting.
In the extraordinary meetings, the quorum stipulated in the Turkish Code of
Commerce is sought.
Parties of the transaction and related persons cannot cast vote in the
General Assembly meetings held as per the 3rd Clause of the Article 54
of the Articles of Incorporation. In these meetings, meeting quorum is not
sought and the decision is taken with the simple majority of the persons
who have the right to vote. General Assembly decisions not taken in line
with the specified principles are not considered valid.
Provisions of the Article 29/6 of the Capital Markets are applicable for the
General Assembly decisions taken regarding the important transactions.