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AMENDMENTS TO THE ARTICLES OF INCORPORATION
FORMER VERSION
NEW VERSION
Rights and Methods of Representing
Article 32 (The amended version with the Extraordinary General
Assembly decision dated 25.10.2005)
In the General Assembly, the Shareholders may have a proxy represent them.
If the proxies are also Shareholders themselves they are entitled to cast the
votes, other than their votes, of each of the members they represent. Legal
exceptions are reserved.
Shareholders that are juridical persons are represented by their General
Assembly representatives.
Shareholders who do not have the necessary shares to cast a vote in the
General Assembly, can unite with other members and assign a proxy. Capital
Markets Board regulations are applicable on the issue of voting by proxy.
Attending General Assembly
Article 32 (The amended version with the Ordinary General
Assembly decision dated 29.03.2013)
A shareholders may attend the General Assembly meetings or may send
a person who is/is not a shareholders as a representative to the General
Assembly. Provisions of the Turkish Code of Commerce, Capital Markets Law
and other relevant legislation are applicable regarding the right and method of
representing the shareholders.
Persons entitled to attend the Banks Board of Directors’ meetings may attend
these meetings in an electronic platform as stipulated in the Article no. 1527
of the Turkish Code of Commerce. As per the provisions of the Communiqué
Regarding The Assemblies That Will Be Made In Electronic Platforms, Excluding
The General Assemblies Of The Joint Stock Companies, the Bank can install
the Electronic Meeting System that will enable the entitled persons to
participate, present opinions, make suggestions and cast votes in these
meetings on electronic platforms or purchase such systems developed for this
purpose. Via this system installed as specified in the Articles of Incorporation,
the Shareholders and their representatives are enabled to use their rights
stipulated in the provisions of the aforesaid laws and regulations, in all General
Assembly meetings to be held.
Authorities of the General Assembly
Article 37 Authorities of the General Assembly: (provided that they
are included in the agenda)
a. Resolving the issues other than the Authorities (powers) of the Board of
Directors,
b. Granting special authorities (powers) to the Board of Directors and
specifying the circumstances for these authorities and structuring the method
of handling Bank affairs deemed necessary.
c. (Ordinary General Assembly decision dated 03.25.2011and the amended
version of the decision) Discussing and approving or rejecting or restructuring
the balance sheet, profit and loss accounts, and the reports (on the Bank
affairs) given to the Board of Directors and Auditors; Deciding about the
acquittance or responsibility of the Board of Directors; Determining the
dividends that will be distributed to the Shareholders; Electing the Members
of the Board of Directors and Auditors, and if necessary dismissing them and
electing other persons instead,
Remuneration – salaries or per diem (to be registered in the general expenses
of the Bank) that will be given until the first General Assembly to convene – of
the Chairman and the Members of the Board of Directors and the Auditors in
return for the services they carry out is determined by the Board of Directors.
d. Deciding on the issues of the Members of the Board of Directors that
requires the approval of the General Assembly.
Authorities of the General Assembly meeting
Article 37 (The amended version with the Ordinary General
Assembly decision dated 29.03.2013) Provided that the provisions
of the relevant legislation are reserved; the General Assembly is
entitled to following authorities:
a. Determination of the Board of Directors ’members’ rights such as; election,
term of office, remuneration – salaries, per diem, bonuses – and deciding on
their acquittance and dismissal.
b. Election and dismissal of the Auditor other than the exceptions stipulated in
the law.
c. Taking decisions regarding the financial statements, the annual report of the
Board of Directors, the rights to annual profit, determination of the dividends
and coupon rates, utilization and inclusion of the reserve funds in the capital or
in the profit that will be distributed.
d. The General Assembly is also authorized to grant special authorities
(powers) to the Board of Directors and specifying the circumstances for these
authorities.
e. Deciding on the issues of the Members of the Board of Directors that require
the approval of the General Assembly.
Annulment of the Decisions, Circumstances, Responsibility of the
Persons Filing a Lawsuit with a Malevolent Claim
Article 41 (The amended version with the Extraordinary General
Assembly decision dated 25.12.1958)
Persons specified below are entitled to file a lawsuit against the General
Assembly decisions that are contrary to the provisions of the law and the
Articles of Incorporation and particularly to the principles of (objective) good
faith, within three months after the date of decision in the court located in the
district of the headquarters of the Company:
1– Persons who attended the meeting, but stayed in opposition to the decision
making sure that the circumstances were written in the minutes; Shareholders
who were unjustly not permitted to cast their votes; Shareholders who claim
that the meeting or the call for the meeting was not made duly or the agenda
was not announced or disclosed properly; Shareholders who claim that
persons who were unauthorized to attend the General Assembly meeting did
participate in the decision,
2– Board of Directors,
3– If the execution of the decisions causes personal responsibilities for the
Members of the Board of Directors and Auditors, each of these issues are
announced, in principle, by the Board of Directors on the date of trial that will
be held to settle the lawsuit filed for the annulment.
In case a lawsuit is filed with a malevolent claim against the General Assembly
decision, the claimants are responsible for the losses the company goes under
as a consequence.
Annulment of the Decisions, Circumstances, Responsibility of the
Persons Filing a Lawsuit with a Malevolent Claim
Article 41 (The amended version with the Ordinary General
Assembly decision dated 29.03.2013 Ordinary General Assembly
decision dated and the amended version of the decision)
Persons specified below are entitled to file a lawsuit against the General
Assembly decisions that are contrary to the provisions of the law and the
Articles of Incorporation and particularly to the principles of (objective) good
faith, within three months after the date of decision in the court located in the
district of the headquarters of the Company:
1–Persons who attended the meeting, but stayed in opposition to the decision
making sure that the circumstances were written in the minutes; Shareholders
who were unjustly not permitted to cast their votes; Shareholders who
claim that the meeting or the call for the meeting was not made duly or the
agenda was not announced or disclosed properly; Shareholders who claim
that persons who were unauthorized to attend the General Assembly meeting
did participate in the decision; and Shareholders who claim that the above
mentioned contradictions did influence the General Assembly decision,
2–Board of Directors,
3–If the execution of the decisions causes personal responsibilities for the
Members of the Board of Directors and Auditors, each of these issues are listed
on the website and announced, in principle, by the Board of Directors on the
date of trial that will be held to settle the lawsuit filed for the annulment.
In case a lawsuit is filed with a malevolent claim against the General Assembly
decision, the claimants are responsible for the losses the company goes under
as a consequence.