General Assembly Meeting
In 2025, the Ordinary General Assembly Meeting was held at the Bank’s Head Office address. The 71st Ordinary General Assembly Meeting was held on April 25, 2025, with a meeting quorum of 94.22%.
The Ordinary General Assembly Meeting was held in accordance with the provisions of the “Regulation on General Assemblies of Joint Stock Companies to be Held Electronically,” the “Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Present at These Meetings,” and the “Communiqué on the General Assembly System to be Applied in the General Assemblies of Joint Stock Companies.” In this context, stakeholders had the opportunity to attend the General Assembly meeting electronically, make proposals, express opinions, and vote.
To inform shareholders before the General Assembly Meetings, the invitation, agenda, proxy form sample, and other accompanying documents for the General Assembly were publicly announced in accordance with relevant legislation via the Public Disclosure Platform, the Turkish Trade Registry Gazette, the Electronic General Assembly System, and a nationally circulated newspaper determined by the Board of Directors. These documents were also published on the Bank’s website in Turkish and English. For the e-General Assembly service, which enables electronic participation, submission of proposals, expression of opinions, and voting at the Bank’s General Assembly, a General Assembly notice is published on the MKK system at least 21 days in advance, excluding the meeting and notice dates.
The 2024 Integrated Annual Report, which includes the Bank’s Balance Sheet and Income Statement for the 2024 accounting period, the Board of Directors’ Activity Report, the Auditor’s Report, and the Independent External Audit Firm’s Report, was made available to the Bank’s shareholders for information and review on VakıfBank’s corporate website, on the MKK system, in the Electronic General Assembly System (EGAS), and at VakıfBank Head Office and all branches within the statutory time periods specified in the applicable legislation prior to the General Assembly. Additionally, upon shareholders’ request, sample invitations, agendas, and proxy forms for the General Assembly may be obtained from branch personnel. Shareholders who had the right to attend the General Assembly and completed the necessary procedures for participation attended the Ordinary General Assembly Meeting held in 2025.
In the announcements and invitation letters published before the General Assembly:
The Integrated Annual Report includes information such as the Bank’s activities, information on senior management, the Bank’s balance sheets, notes to the balance sheets, the Independent Auditor’s Report, the Audit Committee Report, the Board of Directors’ profit distribution proposal, the Corporate Governance Principles Compliance Report, ratings from rating agencies, and other related information. The Integrated Annual Report is provided by the Investor Relations Department to shareholders who request it, both before and after the General Assembly.
There was no media attendance at the Bank’s 71st Ordinary General Assembly.
At the Bank’s general assemblies, all shareholders, regardless of their shareholding percentage, have the right to speak, to express their opinions, and to ask questions on items on the agenda. At the Ordinary General Assembly meeting held in 2025, there were no items requested by shareholders to be included on the agenda.
In accordance with Corporate Governance Principle No. 1.3.5, all questions asked during General Assembly meetings and the answers provided are published on the Bank’s website within 30 days following the General Assembly date. During the wishes and closing section, which was the 14th agenda item of the Ordinary General Assembly Meeting held on April 25, 2025, shareholders were given the right to ask questions and speak, and stakeholders conveyed their opinions and suggestions. During the meeting, questions that required a verbal or written response to stakeholders were answered verbally and in writing.
The answers provided by the Chair of the Meeting to the questions asked by shareholders who attended the Ordinary General Assembly both physically and electronically, to the wishes and thoughts they expressed, and to their dissenting opinions are detailed in the minutes of the General Assembly (https://vbassets.vakifbank.com.tr/investor-relations/general-assembly/summary-of-general-assembly-meeting-result.pdf). Following the General Assembly, the meeting minutes and their annexes are announced to the public and shareholders via the Public Disclosure Platform, the Turkish Trade Registry Gazette, the e-Company Information Portal, and the Electronic General Assembly System, and are also published on the Bank’s website.
The amounts of donations and aid made by the Bank during the period were stated at the General Assembly meeting, and information on this is included in the summary minutes.
In 2025, there were no transactions in which a decision was referred to the General Assembly because a majority of the independent members of the Board of Directors did not vote in favor.
There are no significant transactions that could cause a conflict of interest between the Bank or its subsidiaries and the controlling shareholders, Board of Directors members, executives with administrative responsibility, or their spouses and relatives by blood or marriage up to the second degree. Furthermore, it has been determined that those individuals have not conducted any transaction for their own account or for the account of others that falls within the scope of the Bank’s or its subsidiaries’ business activities, nor do they have unlimited liability as a partner in another entity engaged in the same type of commercial activity.