VakıfBank Anual Report 2014

VAKIFBANK

ANNUAL REPORT 2014

There is no information or disclosure in the Bank’s corporate website that may have an impact on the use of the shareholders’ rights.

The issue of assigning a private auditor was not regulated in the Articles of Incorporation. The provisions regarding the request of a private auditor were

evaluated within the scope of the Turkish Commercial Code and Capital Markets Law. The shareholder Jilber TOPUZ’s request for the assignment of a private

auditor was refused by the majority of votes in 2014 Ordinary General Assembly meeting. There is no information related to this issue in the 2014 Ordinary

General Assembly Meeting Minutes that can be found in the Bank’s corporate website.

2.3 GENERAL ASSEMBLY MEETINGS

In 2014, two General Assembly meetings as Ordinary and Extraordinary were held in the Bank’s Head Office. The 60

Ordinary General Assembly meeting was

held on the 28

of March 2014 with the meeting quorum of 79.15%. Meanwhile the meeting quorum of the Extraordinary General Assembly meeting that was

held on the 30

of April 2014 was 85.42%. No media organization attended the meeting.

Ordinary and Extraordinary General Assembly meetings were held as per the provisions of the “Regulation on Electronic General Assembly Meetings in the

Joint-Stock Companies” and the Communiqué on the “Electronic General Assembly System (“EGAS”) to be implemented in the General Assemblies of the

Joint-Stock Companies.” The shareholders had the opportunity to attend the General Assembly meeting on an electronic platform, express their opinions, make

suggestions, and cast their votes.

In order to inform the shareholders in prior to General Assembly Meetings, the call for General Assembly, the agenda, power of attorney sample and other

attached documents were publicly announced in conformity with the relevant legislation via Public Disclosure Platform, Turkish Trade Registry Gazette and at

least on two newspapers (published nationwide) selected by the Board of Directors. These documents were also published in Turkish and English on the Bank’s

website. A minimum of 21 days prior (meeting and call dates excluded), a call for a General Assembly is made in the Central Registry Agency system for the

e-General Assembly service that enables participating, making proposals and statements, and voting at the Bank’s General Assembly Meeting on electronic

platform. Moreover, these documents are sent to the shareholders whose up-to-date addresses are listed on the Bank’s records.

The 2013 Annual Report – composed of the Bank’s Balance Sheet and Profit & Loss Statements for the 2013 accounting period, Board of Directors’ Activity

Report, Audit Report and Independent External Audit Firm’s Report – prepared for the General Assembly, was available for the information of the shareholders

in the Central Registry Agency system and in all branches of the Bank before the General Assembly so that they had the opportunity to have information about

and to review the Annual Report. Furthermore, in case shareholders request, Bank’s branch staff will be providing them with the copies of the call for General

Assembly, agenda and power of attorney samples. Shareholders, entitled to attend the General Assembly, who completed the necessary procedures did attend

the Ordinary and Extraordinary General Assembly Meetings held in 2014.

The invitation letters published before the meetings contain the following information:

•

Date, time and location of the meeting,

•

Agenda of the meeting,

•

The body inviting shareholders to the meeting (e.g. Bank’s Board of Directors),

•

The locations where the annual report, balance sheet and profit/loss accounts statements are available for review by shareholders in case of ordinary

meeting announcements (Head Office and branches),

•

Sample power of attorney for shareholders who will not attend the meeting in person.

The annual report contains information on the operations of the Bank, information on the senior management, the Bank’s balance sheets, notes to the balance

sheet, Independent Auditors’ Report, Board of Audit Report, Board of Directors’ dividend distribution proposal, with Corporate Governance Principles Compliance

Report and other relevant information. Upon request, the Investor Relations Department provides shareholders with a copy of the annual report before or after

the General Assembly meeting.

All shareholders, irrespective of the size of their participating share, are entitled to speak, to express opinion and to ask questions related to the agenda items

of both Ordinary and Extraordinary General Shareholders’ meetings. The answers given by the Meeting Chairman and Council to the questions, suggestions

and opinions, and to other issues of the shareholders – who physically and/or electronically attended the Ordinary General Assembly Meeting held on the

of March 2014 and the Extraordinary General Assembly Meeting held on the 30

of April 2014 – were included in detail in the General Assembly minutes.

Following the General Assembly, General Assembly Meeting minutes and annexes are publicly announced via Public Disclosure Platform, Turkish Trade Registry

Gazette, e-Company Information Portal and Electronic General Assembly System, and furthermore on the Bank’s website.

The 39

Article of the Bank’s Articles of Incorporation is as follows: “Every shareholder attending the General Assembly Meeting has the opportunity to declare

his/her opinions and ask question about the agenda items, under equal circumstances and within the framework of the principles regarding the conduct of

the meeting. Questions asked to the Board of Directors, are verbally answered right on the spot if possible, if not they will be answered in writing within one

week following the General Assembly provided that they are necessary for using shareholders’ rights and that they do not interfere with trade secrets.” At

the Ordinary General Assembly Meeting held on the 28

of March 2014, shareholders’ questions that were not answered during the meeting were answered

in writing by the Investor Relations Department within one week. Furthermore, within the scope of the Corporate Governance Principle n.1.3.5; the questions

asked at the General Assembly meeting and the answers given, were published on the Bank’s website within the 30 days following the meeting date.

With the letters and emails sent by the shareholder Jilber TOPUZ on different dates to the VakıfBank Investor Relations Department regarding the Ordinary

General Assembly Meeting held on the 28

of March 2014, request was made for adding an item to the General Assembly agenda regarding the following

issues: