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MANAGEMENT AND CORPORATE GOVERNANCE PRACTICES
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Selling VakıfBank’s 34.22% shares in Güneş Sigorta A.Ş.,
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Making rights offering in order to strengthen VakıfBank’s capital,
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Authorizing the Board of Directors so that VakıfBank shares are repurchased by the Corporation within the scope of the Capital Markets Board “Communiqué
on Repurchased Shares,”
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Determining an upper limit for the donations and aid to be made in 2014.
These requests were rejected with the decision (n.85464, Date: February 28, 2014) of the Board of Directors of the Bank since they were not in line with the
Bank’s strategies and privileges.
Furthermore, an item was already on the General Assembly agenda (Agenda Item n.12) regarding the request made by the shareholder Jilber TOPUZ for adding
an agenda item about the issue of “what the amount of donations/aid was in 2013 and who the beneficiaries were”. Within the scope of the mentioned
Agenda Item, shareholders were informed about the amount of the beneficiaries and donations/aid made in 2013.
In 2014, there were no requests made by the shareholders for adding an item to the agenda of the Extraordinary General Assembly Meeting.
In addition in 2014, there were no transactions left to the General Assembly for resolution due to the majority of the independent Members of the Board of
Directors not casting affirmative vote.
In 2014, shareholders (who control the management of the Company), Board of Directors’ members, managers who have administrative responsibilities,
and their spouses and blood relatives and relatives by marriage up to second-degree did not make any important transaction with the Bank or its associate
companies which may lead to conflicts of interest. Furthermore, the aforementioned persons did not make any transaction, related to a commercial business
that is within the scope of the Bank’s or its associate companies’ field of activity, for their own account or for the account of others or did not become
unlimited partners in other companies carrying out similar commercial businesses.
2.4 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.
As per the Articles 43 and 48 of the Bank’s Articles of Incorporation; group (A), (B) and (C) shareholders have the privilege to nominate in the election of the
Board of Directors while group (A) and (C) shareholders have the privilege in the election of the Audit Committee.
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 Assembly 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 Commercial Code, Capital Markets Law,
relevant legislation and to the communiqué and resolutions of CMB.
2.5 DIVIDEND RIGHTS
There are no provisions in the Bank’s Articles of Incorporation that stipulates privileges in participating in profit sharing. The principles regarding the profit
distribution of VakıfBank’s shares are stipulated in the Articles 82, 83, 84, 85 of the Bank’s 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 annual
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.
Profit distribution procedures were completed within the legal timeframe in line with the decision taken by the General Assembly about distributing 2013
Profit and necessary notifications were made to the public authorities. Furthermore, the relevant decision was publicly announced on the same day via Public
Disclosure Platform.
In profit distribution, a balanced policy is pursued between the benefits of the shareholders and partnership.
CORPORATE GOVERNANCE
PRINCIPLES COMPLIANCE REPORT