YAPI VE KREDİ BANKASI A.Ş.

Notification Regarding General Assembly Meeting

Publish Date:25.03.2021 18:17:39
Disclosure Type:ODA
Year:
Period:
Summary Info
Ordinary General Assembly Results
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
General Assembly Invitation
General Assembly Type
Annual
Begining of The Fiscal Period
01.01.2020
Ending Date Of The Fiscal Period
31.12.2020
Decision Date
24.02.2021
General Assembly Date
25.03.2021
General Assembly Time
14:00
Record Date (Deadline For Participation In The General Assembly)
24.03.2021
Country
Turkey
City
İSTANBUL
District
BEŞİKTAŞ
Address
Yapı Kredi Plaza D Blok Konferans Salonu, Levent-Beşiktaş-İstanbul
Agenda Items
1 - Opening and election of the Chairman of the Meeting,
2 - Presentation of the Annual Activity Report of the Board of Directors, Financial Statements and Summary of Report of External Auditors related to 2020 and consideration and approval of Annual Activity Report and Financial Statements for 2020,
3 - Clearing of members of the Board of Directors of liability related to activities of the Bank during 2020,
4 - Approval of transactions regarding liquidation by sale of some Bank receivables that are being followed up on Non-Performing Loan accounts and to clear Board members regarding these transactions,
5 - Determining the number and the term of office of Board members, electing members of the Board of Directors and independent member of the Board of Directors,
6 - Submitting according to Corporate Governance Principles the Remuneration Policy for the Members of Board of Directors and Senior Managers, and the payments made within the scope of the Policy to the shareholders' knowledge and approval of the same,
7 - Determining the gross attendance fees for the Members of the Board of Directors,
8 - Approval, approval with amendments or rejection of the proposal of the Board of Directors regarding the profit distribution date and Profit Distribution for 2020 created as per the Bank's dividend distribution policy,
9 - Approval of the Independent Audit Institution selected by the Board of Directors with the requirement of the Regulation issued by the Banking Regulation and Supervision Agency and the Turkish Commercial Code,
10 - The donations and charities made by the Bank in 2020 with the aim of social relief to the shareholders' knowledge and the approval of the Donation and Sponsorship Policy and determining a ceiling amount for the donations to be made in 2021 in line with the Banking legislation and the regulations of the Capital Markets Board,
11 - Granting permission to the shareholders holding the management control, the members of the Board of Directors, the senior managers and their spouses and blood relatives and relatives by virtue of marriage up to second degree in accordance with Articles 395 and 396 of the Turkish Commercial Code and submitting the transactions carried out in this context during 2020 to the shareholders' knowledge in line with the Capital Markets Board Corporate Governance Communique,
12 - Wishes and comments.
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Results
Was The General Assembly Meeting Executed?
Yes
General Assembly Results

The following resolutions were adopted at the Ordinary General Assembly Meeting held on 25 March 2021.

- Annual Report and Financial Statements for the year 2020 have been approved.

- Members of the Board of Directors of the Bank have been released relating to activities of the Bank during the year 2020.

- Transactions regarding liquidation by sale of some of the Bank's receivables that are being followed up in nonperforming loans accounts, have been approved and the members of the Board of Directors of the Bank have been released regarding these transactions.

- Total number of members of the Board of Directors, including independent member, has been determined as 12; Mr. Yıldırım Ali KOÇ, Mr. Levent ÇAKIROĞLU, Mr. Gökhan ERÜN, Mr. Ahmet Fadıl ASHABOĞLU, Mr. Aykut Ümit TAFTALI, Mr. Ahmet ÇİMENOĞLU, Mrs. Nevin İPEK, Mr. Melih POYRAZ, Mr. Mehmet TIRNAKLI, Mr. Niccolò UBERTALLI and Mr. Wolfgang Mag. SCHILK have been selected as the members of the Board of Directors and Mrs. Virma SÖKMEN has been selected as independent member of the Board of Directors within the framework of the "Communiqué on Corporate Governance" issued by the Capital Markets Board, to serve for 1 year until the General Assembly to convene in order to examine 2021 activities.

- The remuneration policy, which was determined by the Board of Directors and finally approved at the General Assembly meeting dated 13.03.2020 in accordance to the Corporate Governance Principles regarding the remuneration principles of the members of the Board of Directors and senior executives should be written and also the amount of TL 78.335 thousand has been made to the senior management of the Bank in 2020 within the frame of aforementioned policy has been approved by General Assembly.

- Within the framework of the Remuneration Policy, it has been decided that the members of the Board of Directors shall be paid an annual gross fee of TL 624.000 and that the payment of this arrangement shall be made monthly basis as equally installments to commence the following month of the General Assembly.

In accordance with the Banking Law, Capital Markets Law and related regulations, Article 20 of the Bank's Articles of Association and Profit Distribution Policy; The 2020 Profit Distribution Table was approved by the General Assembly regarding that from the net distributable period profit amounting to TL 4.825.541.919,29 remaining after allocating TL 253.975.890,49 general legal reserves from the net profit of the Bank for the period amounting to TL 5,079,517,809.78 in the unconsolidated financial statements prepared in accordance with BRSA regulations; paying a total of cash dividend of TL 500.000.000,00 including the first dividend of 422.352.564,20 TL and the second dividend of TL 77.647.435,80 to our shareholders and regarding the transfer of remaining TL 4.169.439.232,40 to extraordinary reserves considering Yapı Kredi's growth target within the sector, its long term strategy, domestic and international economic developments after the separation of TL 7.764.743,58 general legal reserves and TL 148.337.943,31 funded reserves from the real estate and participation sales income within the framework of Article 5 clause 1/e of Corporate Tax Law No:5520In addition, it was decided to distribute the profit on April 1, 2021.

- As per the relevant regulation of the Banking Regulation and Supervision Agency and the Turkish Commercial Code and in accordance with the proposal of the Audit Committee and with the Board of Directors decision, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. was assigned as the independent audit company to audit financial reports for the accounting term of 2021 and to conduct other activities within the scope of related regulations is accepted by the General Assembly.

- Information has been given to the General Assembly regarding the fact that, in 2020, donations in the total amount of TL 34.593.670,99 and the major donations have been made by the Bank to foundations and associations and within the framework of Banking legislation and the regulations of the Capital Markets Board, it has been resolved that the upper limit for donations to be made in 2021, shall be 0.15% of the Bank's nonconsolidated shareholders equity amount in accordance with the legal limits set by the BRSA. In addition, the Bank Donation and Sponsorship Policy has been approved.

- Granting permission to the shareholders holding the management control, the members of the Board of Directors, the senior managers and their spouses and blood relatives and relatives by virtue of marriage up to second degree in accordance with Articles 395 and 396 of the Turkish Commercial Code was approved.

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

Decisions Regarding Corporate Actions
Dividend Payment
Discussed
General Assembly Result Documents
Appendix: 1
YapıKrediToplantıTutanağı25032021.pdf - Minute
Appendix: 2
YapiKrediHazırBulunanlarListesi25032021.pdf - List of Attendants
Additional Explanations

Minutes and the list of attendees of the Ordinary General Meeting are attached.


We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.