RESOLUTIONS OF THE ORDINARY GENERAL MEETING ON MARCH 28, 2017
1- Discussion of the Board of Directors Annual Report for 2016,
2- Discussion of the Auditors Reports for 2016,
3- Discussion and ratification of the financial statements for 2016,
4- Discharge of liability of the members of the Board of Directors,
5- Distribution of the 2016 net profit in accordance with the proposal of the Board of Directors, as follows;
In accordance with the 82nd article of Articles of Association of Akbank, the dividend to be distributed from 2016 profit of TL 4,528,712,188.29 will be as follows;
- Gross TL 200,000,000, equal to 5% of the paid-in capital of the Bank as of 31st December 2016 which is TL4,000,000,000, will be allocated as primary cash gross dividend; and gross TL 700,000,000 will be allocated as secondary cash gross dividend. Total gross dividend of TL 900,000,000 equal to 22.5% of the paid in capital, will be distributed to shareholders,
- Cash dividend payments to start from March 30, 2017,
- In accordance with the first paragraph clause (e) and (f) of article 5 of the Corporate Tax Law, TL 129.884.859,73 which is exempt from corporate tax and in accordance with the first paragraph clause (g) of article 10 of the Corporate Tax Law, TL 10,000,000 which is deductible from corporate tax base to be allocated to a "Special Fund Account"; and after allocating TL 70.000.000 to Legal Reserves, the remaining profit will be retained under Extraordinary Reserves
6- Election of Suzan SABANCI DİNÇER, Erol SABANCI, Hayri ÇULHACI, Cem MENGİ, Şakir Yaman TÖRÜNER, Aziz Aykut DEMİRAY, Nafiz Can PAKER and Emre DERMAN 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 Meeting to be held on 2018,
7- To pay the Members of the Board of Directors a gross salary of TL10.000. -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 for their duties within the Bank in case they assume specific duties within the Bank; and to determine an upper limit of TL 8,000,000.-in gross total, for the payments that will be made until the Ordinary General Meeting that will be held in 2018,
8- Approval of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the bank's independent audit in 2017,
9- Revision of the Bank's articles of association on articles 9 and 48 in accordance with the approvals of Banking Regulation and Supervision Agency dated 18.01.2017 numbered 966, Capital Markets Board dated 19.01.2017 numbered 710 and Ministry of Customs and Trade dated 26.01.2017 numbered 22159446..
YENİ ŞEKİL |
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 4,000,000,000 (four billion) divided into 400,000,000,000 (four hundred billion) registered shares each with a nominal value of 1 Kurus.
C. The issued capital of TL 4,000,000,000 (four billion) 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.
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General Management Article: 48 |
The Board of Directors may appoint a General Manager to run the management and transactions of the Bank in accordance with the Turkish Commercial Code, provisions of the Banking Code and other relevant legislation, provisions of this Articles of Association and within powers to be granted to such person and where necessary, with a term of office which exceeds that of the Board of Directors. The Board of Directors may remove the General Manager if deemed necessary. The appointment and removal shall be registered and announced. he General Manager:
a) is the highest officer of management and execution after the Board of Directors and represents the Bank within the framework of the powers conferred upon it by such Board.
b) determines, amends, reinforces and if necessary submits to approval of the Board of Directors, regulations and principles concerning the Bank's activities and transactions and distribution of work.
c) may give mandate for certain transactions but may not transfer the duty of management.
d) is liable, under the provisions concerning the liability of the members of the Board of Directors, to the Bank, shareholders and creditors of the Bank for non or insufficient fulfillment of the obligations imposed or conferred on him. The fact that the General Manager is under the orders and supervision of the Board of Directors does not eliminate this liability.
e) the General Manager and other officials accepted by the law make an oath according to the Banking Code. |
10- Empowerment of the Board of Directors in connection with matters falling within 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 5,109,306.54 made to foundations and associations in 2016.