Average Tenure:

Members of the Board of Directors are required to have the qualifications and meet the conditions prescribed by the Turkish Commercial Code, the Capital Markets Law, the Banking Law, and other relevant legislation. No maximum age limit is stipulated for Board of Directors members. Members are elected for a term of up to three years by a resolution of the General Assembly, and members whose terms have expired may be re-elected. In the event of a vacancy on the Board of Directors, the Board of Directors shall temporarily elect a person who meets the conditions set forth by applicable laws and regulations as a member of the Board of Directors, and shall submit the election for approval at the next General Assembly. A member elected in this manner serves until approved by the General Assembly. If approved by the General Assembly, the member completes the remaining term of their predecessor.

Independence:

The number of independent members on the Board of Directors is three, and they are elected by the General Assembly in accordance with the provisions of VakıfBank’s articles of incorporation. According to the articles of incorporation, one member elected with priority given to the preferences of group (D), along with one member each from groups (A) and (C), are independent members. In addition, under the Capital Markets Board’s Communiqué on Corporate Governance No. II-17.1, Board of Directors members who serve on the Audit Committee within the Board structures of banks are considered independent board members. Those considered independent members due to their Audit Committee membership and those elected as independent members by the General Assembly hold independent member status. In this context, Mr. Sadık Yakut is an independent member of the board of directors due to his membership on the Audit Committee, but he has not been included in the chart data. Our other independent members of the board of directors, Mr. Vedat Demiröz, Mr. Halil Çelik, and Mr. Şahin Uğur, were elected by the General Assembly. Written declarations are obtained from independent members of the board of directors confirming that they meet the independence criteria specified in the relevant legislation and in the articles of incorporation.

Outside Roles of Board of Directors Members:

The provisions of Articles 395 and 396 of the Turkish Commercial Code (TCC) apply to the outside roles held by the Bank’s Board of Directors members. This matter was discussed under the 9^th agenda item of the 71^st Ordinary General Assembly held on April 25, 2025. Shareholders resolved by a majority vote to grant the members of the Board of Directors permission with respect to matters falling within the scope of Articles 395 and 396 of the Turkish Commercial Code (TCC). No transactions falling within the scope of the said articles occurred during the relevant year.

Changes in the Composition of the Board of Directors over the Last 5 Years:

At the 67^th Ordinary General Assembly held in 2021, a new independent member of the board of directors was elected to replace an independent member who had resigned. At the 68^th Ordinary General Assembly held in 2022, two new independent members were elected to fill the vacancies resulting from the departure of two independent members. At the 69^th, 70^th, and 71^st Ordinary General Assembly meetings held in 2023, 2024, and 2025, respectively, a replacement independent member of the board of directors was elected at each meeting due to the departure of an independent member.