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

Turkiye Garanti Bankasi ASAnnouncement

27/03/2025 15:45

============

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

   27-March-2025 / 15:34 GMT/BST

   ══════════════════════════════════════════════════════════════════════════

   TO: Investment Community

         FROM : Garanti BBVA / Investor Relations

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

    

   DATE: March 27, 2025

    

   The Ordinary General Shareholders’ Meeting of the Bank for 2024 accounting
   period was held on Thursday March 27th, 2025, 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 2024 be approved,
     • The Board Members be released for their activities in the year 2024,
     • From the after-tax profit of the Bank for the year 2024 in the  amount
       of TL  92,174,994,065.89  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
       18,434,998,813.18   be  distributed  to  our  Shareholders,   dividend
       distribution be initiated on 28.03.2025, the Head Office be authorized
       to conduct any and all acts  regarding the distribution of profit  and
       36,294,456.47 Turkish Liras  which was recognized  as income in  prior
       periods’ profit or loss account in 2024 due to Accounting Standards to
       the Extraordinary Reserves Account be transferred,

    

     • The number of the Board Members  as eleven including CEO be  continued
       and Halil Hüsnü  Erel be elected,  as an independent  board member  in
       order to  fill the  vacant Independent  Board Membership  position  in
       accordance with  the  Corporate  Governance Principles  for  whom  the
       Capital Markets Board of  Türkiye did not  express an adverse  opinion
       regarding his independent  board membership candidature,  to fill  the
       remaining term of office  of other Board  Members, since, pursuant  to
       the Corporate  Governance  Principles  of the  Capital  Markets  Board
       (CMB), the  term  of Independent  Board  Membership of  Mevhibe  Canan
       Özsoy, who was elected as an Independent Board Member at the  Ordinary
       General Shareholders’ Meeting dated 27.03.2024 for a period of 1 year,
       which  is  the  remaining  term   of  office  sets  forth  under   the
       independency criteria has expired,
     • Mevhibe Canan Özsoy be  elected as a real  person Board Member to  the
       Board Membership  position  which  was  vacated as  a  result  of  the
       resignation of Belkıs Sema Yurdum to fill the remaining term of office
       of other Board
     • 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 2025
       accounting period including the audit of the reports to be prepared in
       accordance  with  the   Turkish  Sustainability  Reporting   Standards
       published by the Public  Oversight, Accounting and Auditing  Standards
       Authority, 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 2026 be determined,
     • An upper limit  for the  charitable donations to  be made  in 2025  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 2024 was read  and
   the Bank’s shareholders were informed on;

    

     • The undistributed portion of the profit of the year 2024,

    

     • Mahmut Akten’s  appointment as  the CEO  of the  Bank on  the date  of
       August 23,  2024  after  necessary notifications  were  made  and  the
       required legal approvals were obtained  as a result of Recep  Baştuğ’s
       resignation from his office and since Mahmut Akten continues to  serve
       as CEO, his   natural board  membership according to  the Banking  Law
       No.5411 which the Bank is subject to and the external duties conducted
       by the Board Member and the grounds of such duties, in accordance with
       Article 4.4.7.  of the  Capital Markets  Board’s Corporate  Governance
       Principles,

    

     • 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 and  the
       revised Compensation Policy,
     • The charitable donations made to institutions and organizations in the
       amount of 90,002,598  Turkish Liras in  2024 which is  the sum of  tax
       deductible donations in the amount of 53,167,853 Turkish Liras and tax
       non-deductible donations in the amount of 36,834,745 Turkish Liras,
     • The significant transactions executed in 2024 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

    

   ══════════════════════════════════════════════════════════════════════════

   Attachment

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

   ══════════════════════════════════════════════════════════════════════════

   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          US9001487019
   Category Code: AGM
   TIDM:          TGBD
   LEI Code:      5493002XSS7K7RHN1V37
   Sequence No.:  380396
   EQS News ID:   2107742


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

References

   Visible links
   1. mailto:investorrelations@garantibbva.com.tr
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=19979b7bae6aeeb49d76141fbe11774c&application_id=2107742&site_id=reuters~~~6aa99418-46f7-48b9-89fd-959a8d2e4912&application_name=news
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=8097adeb77675c3142d624f37eaac57f&application_id=2107742&site_id=reuters~~~6aa99418-46f7-48b9-89fd-959a8d2e4912&application_name=news


============