REG-Turkiye Garanti Bankasi A.S. Turkiye Garanti Bankasi A.S.: Information regarding the results of Ordinary General Shareholders' Meeting

Turkiye Garanti Bankasi ASAnnouncement

28/03/2024 10:45

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   Turkiye Garanti Bankasi A.S. (TGBD)
   Turkiye Garanti Bankasi A.S.: Information regarding the results of
   Ordinary General Shareholders' Meeting

   28-March-2024 / 10:40 GMT/BST

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   TO: Investment Community

         FROM : Garanti BBVA / Investor Relations

   SUBJECT: Information regarding the results of Ordinary General
   Shareholders' Meeting

   DATE: March 27, 2024

    

    

    

   The Ordinary General Shareholders’ Meeting of the Bank for 2023 accounting
   period was held on Wednesday, March 27th, 2024, at 10 a.m. at the  address
   of  Levent,  Nispetiye  Mahallesi,  Aytar  Caddesi  No:2  34340  Beşiktaş,
   İSTANBUL and it is resolved that;

     • The Board of Directors’ Integrated Annual Activity Report be approved,
     • The Financial Statements for the year 2023 be approved,
     • Amendment of Article 7  of the Bank’s  Articles of Association,  which
       was approved  by  the letter  of  Banking Regulation  And  Supervision
       Agency dated 26.01.2024  numbered E-20008792-101.01.04 42 -108595,  by
       the  letter  of  Capital  Markets  Board  dated  14.02.2024   numbered
       E-29833736-110.04.04-49710 and by  the letter of  Ministry Of Trade  -
       General  Directorate  of  Domestic  Trade  dated  04.03.2024  numbered
       E-50035491-431.02-00094596981, be approved,
     • The Board Members be released for their activities in the year 2023,
     • From the after-tax profit of the Bank for the year 2023 in the  amount
       of TL  87,331,719,888.51  in  accordance   with   Article  45  of  the
       Articles of Association of our Bank titled as the “Distribution of the
       Profit”; the gross cash dividend in the amount of TL 13,099,758,000.00
       be distributed to our Shareholders, dividend distribution be initiated
       on 29.03.2024 and the Head Office be authorized to conduct any and all
       acts regarding the distribution of profit,
     • Since the  terms of  office of  the  Members of  the Bank’s  Board  of
       Directors have  expired,  the number  of  the Board  of  Directors  be
       determined as eleven  including the General  Manager, Süleyman  Sözen,
       Jorge Saenz-Azcunaga Carranza, Sait Ergun Özen, Jaime Saenz De  Tejada
       Pulido, Rafael Salinas  Martinez De  Lecea, Belkıs  Sema Yurdum,  Avni
       Aydın Düren and Pablo Alfonso Pastor Muñoz be elected for a period  of
       three years and Ebru Oğan Knottnerus be elected for a period of  three
       years as the independent board member in accordance with the Corporate
       Governance Principles, for whom the  Capital Markets Board of  Türkiye
       did not express  an adverse  opinion regarding  her independent  board
       membership candidature and Mevhibe Canan Özsoy be elected for a period
       one year (which is  the remaining term of  office specified under  the
       independency criteria) as the  independent board member in  accordance
       with the Corporate Governance Principles, for whom the Capital Markets
       Board of  Türkiye did  not express  an adverse  opinion regarding  her
       independent board membership candidature,
     • Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (EY)
       be selected as the auditor of the Bank and the group for the year 2024
       accounting period,  in  accordance with  Article  399 of  the  Turkish
       Commercial Code,
     • An upper limit  to be  paid to the  Board members  until the  ordinary
       general shareholders’ meeting to be held in 2025 be determined,
     • An upper limit  for the  charitable donations to  be made  in 2024  be
       determined in accordance with  the Article 59 of  the Banking Law  No.
       5411, as not to exceed four per thousand of equity of the Bank,
     • The Board Members be  authorized in accordance  with Articles 395  and
       396  of  the  Turkish  Commercial  Code,  without  prejudice  to   the
       provisions of the Banking Law.

    

   Moreover, the Independent Auditor’s Report for the year 2023 was read  and
   the Bank’s shareholders were informed on;

    

     • The undistributed portion of the profit of the year 2023,

    

     • The surplus amount of 7,785,606,787.57 Turkish Liras transferred  from
       Extraordinary Reserves Account to a special reserve account, which was
       occurred as  the result  of the  revaluation of  the Bank’s  immovable
       properties and other depreciable assets  for the year 2023  calculated
       through the revaluation under paragraph (ç) of Repeated Article 298 of
       the Tax Procedure  Law, and the  surplus amount of  28,679,348,686.37 
       Turkish  Liras  re-transferred   from  special   reserve  account   to
       Extraordinary Reserves Account, which  was calculated for the  current
       and previous  periods, resulting  from  inflation adjustment  made  in
       relation to the end of the 2023 accounting period,

    

     • The natural board membership of Recep Baştuğ according to the  Banking
       Law No.5411 which the  Bank is subject to,  who continues his duty  as
       the CEO,

    

     • The external duties of the newly elected Board Members and the grounds
       of such  duties, in  accordance  with Article  4.4.7. of  the  Capital
       Markets Board’s Corporate Governance Principles,
     • The remuneration principles of the Board Members and directors  having
       administrative responsibilities, in accordance  with Article 4.6.2  of
       the Capital Markets Board’s Corporate Governance Principles,
     • The charitable donations made to institutions and organizations in the
       amount of 794,158,705.40  Turkish  Liras in 2023 which  is the sum  of
       tax deductible donations in the amount of 763,434,549.83 Turkish Liras
       and tax  non-deductible  donations  in  the  amount  of  30,724,155.57
       Turkish Liras,
     • The significant transactions executed in 2023 which may cause conflict
       of interest, in accordance with Article 1.3.6 of  the Capital  Markets
       Board’s Corporate Governance Principles.

   The meeting  minutes, list  of participants  and the  profit  distribution
   table  are  attached   hereto.  (The  meeting   minutes  and  the   profit
   distribution table  are  in  Turkish  and English,  whereas  the  list  of
   participants is in Turkish.)

   .

     

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

    

   We declare that our above statements are in conformity with the principles
   included in the  Board’s Communiqué,  Serial II Nr.15.1,  that it  exactly
   reflects the information we received;  that the information complies  with
   our records,  books and  documents; that  we did  our best  to obtain  the
   correct and complete information relative to this subject and that we  are
   responsible for the declarations made in this regard.

    

    

   Yours sincerely,

   Garanti BBVA

   Contact Garanti BBVA Investor Relations:

   Tel: +90 212 318 2352

         Fax: +90 212 216 5902

         E-mail:  1 investorrelations@garantibbva.com.tr

          2 www.garantibbvainvestorrelations.com

    

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   Attachment

   File:  3 Information regarding the results of Ordinary General
   Shareholders' Meeting

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   ISIN:          US9001487019
   Category Code: NOA
   TIDM:          TGBD
   LEI Code:      5493002XSS7K7RHN1V37
   Sequence No.:  312664
   EQS News ID:   1870009


    
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