RESOLUTIONS OF THE ORDINARY GENERAL ASSEMBLY ON MARCH 24, 2026
At the Ordinary General Assembly Meeting of our Bank held on March 24, 2026
· Approval of the Sustainability Report in Compliance with TSRS for 2024
· Approval of the financial statements for 2025,
· Discharge of liability of the members of the Board of Directors,
· Distribution of the 2025 net profit of TL 57.247.060.569,93 in accordance with the proposal of the Board of Directors, as follows;
o Gross TL 260.000.000 equal to 5% of Bank's paid-in capital of TL 5.200.000.000 as of December 31, 2025 will be allocated as primary cash gross dividend; and gross TL 11.189.360.000 will be allocated as secondary cash gross dividend. Total gross cash dividend of TL 11.449.360.000 equal to 220,18% of the paid in capital, will be distributed to shareholders,
o Cash dividend payment to start from 26th of March, 2026,
o In accordance with the first paragraph clause (e) of article 5 of the Corporate Tax Law, TL 74.048.994,83, which is exempt from corporate tax, to be allocated to a "Special Fund Account" and after allocating TL 1.118.936.000 to Legal Reserves, the remaining profit will be retained under Extraordinary Reserves.
· Within the framework of the Paragraph (Ç), Duplicate Article 298 of the Tax Procedure Law, in return for the value increase fund arising within the scope of the revaluation application, the approval of the special reserve allocation a total of TL 7.769.694.941,28 is transferred to the special fund account from the extraordinary reserves,
· Following the expiration of duties, Suzan Sabancı SABANCI, Sabri Hakan BİNBAŞGİL, Ahmet Fuat AYLA, Eyüp ENGİN, Emre DERMAN, Nusret Orhun KÖSTEM, Tülin ERDEM ve Zeynep URAS'ın have been elected as Member of the Board of Directors and Neslihan Serra AKÇAOĞLU has been elected as an Independent Member of the Board of Directors for a 1 year period, whose terms will be expired until the next Ordinary General Assembly to be held on 2027,
· To pay the Members of the Board of Directors a gross salary of TL 260.000 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 530.000.000 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 2027,
· To approve the selection of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the 2026 independent audit of the Bank and the assurance engagement for the 2026 sustainability report,
· Approval of the amendement to the article 9 of the Articles of Association of the Bank in conjunction with CMB's approval dated 19.01.2026 and numbered E-29833736-110.04.04-84658, BRSA's approval dated 22.01.2026 and numbered E-20008792-101.01.04[23]-179236 and Domestic Trade General Directorate of Ministry of Trade's approval dated 27.01.2026 and numbered E-50035491-431.02-00118299786,
· Approval of the Bank's donation limits up to four thousandths of the Bank's shareholder's equity in accordance with Article 59 of the Banking Law and authorization of the Board of Directors to carry necessary actions in case of donations and aids are in an amount exceeding four thousandths of the Bank's shareholder's equity within the framework of the regulations that provide exemptions from the limitations set by the Banking Law on donations and aids,
· 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.
Additionally,
Shareholders have been informed regarding:
· Board of Directors Annual Report and the Auditors Report for 2025 and Assurance Report regarding Sustainability Audit for 2024 have been discussed,
· The donations of TL 1.136.216,80 made by the Bank in 2025 to the foundations, associations and similar institutions,
In case of contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.
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