RESOLUTIONS OF THE ORDINARY GENERAL ASSEMBLY ON MARCH 25, 2018
1- Discussion of the Board of Directors Annual Report for 2018,
2- Discussion of the Auditors Reports for 2018,
3- Discussion and ratification of the financial statements for 2018,
4- Discharge of liability of the members of the Board of Directors,
5- Distribution of the 2018 net profit in accordance with the proposal of the Board of Directors, as follows;
The dividend policy of the Bank is to distribute cash and/or shares to a maximum of 40% of its distributable profit to shareholders, provided that there is no negative development in national and/or global economic conditions and that the Bank's capital adequacy ratio is at the targeted level.
Notwithstanding, the Board of Directors has decided to propose to the General Assembly not to distribute the net profit of TL 5.689.643.567,48 resulting from operations conducted in 2018 and to allocate all of the net profit to "Extraordinary Reserves" taking into consideration long-term interests of our shareholders, our bank and our employees and the guidance of the Banking Regulatory and Supervisory Agency related to strengthening the capital base of our sector.
6- Election of Suzan SABANCI DİNÇER, Hayri ÇULHACI, Ahmet Fuat AYLA, Şakir Yaman TÖRÜNER, Nafiz Can PAKER, Emre DERMAN, Kemal Özgür DEMİRTAŞ and Eyüp ENGİN as Member of the Board of Directors and İsmail Aydın GÜNTER as an Independent Member of the Board of Directors to replace those whose terms expired until the next Ordinary General Assembly to be held on 2020,
7- To pay the Members of the Board of Directors a gross salary of TL 12,000. -per month; and also to have the Remuneration Committee that will be authorized by the Board of Directors, determine the payments that will be made to the Members in case they assume specific duties within the Bank; and to determine an upper limit of TL 20,000,000.-in gross total, for the payments that will be made to those Members who assume specific duties within the Bank until the Ordinary General Assembly that will be held in 2020,
8- Approval of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the bank's independent auditor in 2019,
9- Amendments to the article 9 and 27 of the Bank's Articles of Association which were permitted by Capital Market Board's permission no. 3273 dated March 1, 2019, by Banking Regulatory and Supervisory Agency's permission no. 3168 dated March 5, 2019 and Republic of Turkey Ministry of Trade, General Directorate of Domestic Trade's permission no. 42440316 dated March 12, 2019,
NEW FORM |
Capital and Mode and Terms of Payment of Capital: Article: 9 - |
A- The Bank adopted the authorized capital system in accordance with the provisions of Capital Market Law and implemented the authorized capital system pursuant to the Capital Markets Board's permission No. 116/1376 dated December 2, 1999. The authorized capital of the Bank is TL 10,000,000,000 (ten billion) divided into 1,000,000,000,000 (one trillion) registered shares each with a nominal value of 1 Kuruş. Capital Markets Board's approval of the authorized capital is valid between 2017 and 2021 (5 years). Even if the authorized capital has not been reached at the end of 2021, in order for the Board of Directors to take a decision to raise the Bank's capital after 2021, the Board is required obtain get the authorization of the General Assembly not longer than 5 years for a new time period after obtaining the permission of the Capital Markets Board for the previously approved authorized capital or a new authorized capital level. In case the aforementioned authorization is not obtained, the Bank shall not increase its capital with a Board of Directors' resolution.The Board of Directors is authorized to issue new shares and raise the issued capital up to the authorized capital in accordance with the provisions of the Capital Markets Law. B- The issued capital of the Bank is TL 5,200,000,000 (five billion and two hundred million) divided into 520,000,000,000 (five hundred and twenty billion) registered shares each with a nominal value of 1 Kurus. C- The issued capital of TL 5,200,000,000 (five billion and two hundred million) is paid fully and in cash, free from collusion. The shares which represent the capital are registered in accordance with the principles of dematerialization. When necessary, the Bank's capital can be raised or lowered within the framework of the provisions of the Turkish Commercial Code and the Capital Markets Law. D- Unless resolved otherwise by the General Assembly, the existing shareholders of the Bank are entitled to acquire, in proportion to their current shareholding, new shares to be issued against new cash capital injection. The unused preemptive rights of the shareholders entitled to these shares - in accordance with the related communiqués of the Capital Markets Board and the applicable provisions of the Turkish Commercial Code, by addressing the Bank in the time period to be determined by the Board of Directors which is not to be shorter than 15 or longer than 60 days commencing from the event depicted by the aforementioned legislation - shall be void. The shares released due to unused preemptive rights shall be subject to the applicable legislation. E- All shares must be registered and listed on the Stock Exchange. F- The Board of Directors is authorized to pass resolutions with respect to issuing shares at a premium or at a discount to the nominal value accordance with the provisions of the Capital Markets Law. |
Meetings of the Board of Directors: Article: 27 - |
The Board of Directors meets as rendered necessary by the business and transactions of the Bank. However, a minimum of one meeting per month is mandatory. Each member may request the Chairman in writing to call a meeting of the Board. The meetings of the Board of Directors take place at the Bank's headquarters. Meeting at another location which is deemed appropriate is permitted with the approval of more than half of the members and due to exceptional reasons. Those entitled to attend the Board of Directors' meeting of the Bank may do so by electronic means pursuant to Article 1527 of the Turkish Commercial Code. The Bank may establish an Electronic Meetings System by itself to enable those entitled to attend such meetings and vote by electronic means or purchase service from the systems made for this purpose pursuant to the provisions of Communiqué on Attendance at Meetings of Trading Companies by Electronic Means other than Joint Stock Companies' General Assembly Meetings. The Bank shall enable those entitled to exercise their rights set forth in the relevant regulations within the scope of the Communiqué via the said system or the service to be purchased from system providers pursuant to this provision of the Articles of Association at all meetings. |
10- Authorization of the Board of Directors regarding the empowerment of Board Members in connection with matters falling within the scope of articles 395 and 396 of the Turkish Commercial Code,
11- Approval of donation limits for the bank up to 0.4% of its equity in accordance with the Banking Law article 59.
Additionally, in accordance with item 13 of the Agenda, shareholders have been informed about;
· Donations of TL 44.165 were made by the Bank in 2018 to the foundations, associations and similar institutions,
· Remuneration Policy of Akbank, including the remuneration of the Board of Directors and Executives, has been updated according to Capital Market Board's Communique on Principles for Corporate Governance article 4.6.2 and is available on Bank's website for Shareholder's reviews.
In case of contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.