Summary Info
The results of the Ordinary General Assembly Meeting
Update Notification Flag
Yes
Correction Notification Flag
No
Postponed Notification Flag
No
General Assembly Invitation
General Assembly Type
Annual
Begining of The Fiscal Period
01.01.2025
Ending Date Of The Fiscal Period
31.12.2025
Decision Date
26.02.2026
General Assembly Date
26.03.2026
General Assembly Time
11:00
Record Date (Deadline For Participation In The General Assembly)
25.03.2026
Country
Turkey
City
İSTANBUL
District
ŞİŞLİ
Address
Esentepe Mahallesi Büyükdere Caddesi Kristal Kule Binası No:215 Şişli İstanbul
Agenda Items
1 - Opening & Constitution of the Presidential Board; authorization of the Presidential Board to sign the meeting minutes of the General Assembly of Shareholders
2 - Presentation of 2025 Annual Report of the Board of Directors to approval of the General Assembly upon reading and deliberations
3 - Presentation of 2025 Annual Report of the Auditor to approval of the General Assembly upon reading
4 - Presentation of 2025 financials (balance sheet-profit & loss accounts) to approval of the General Assembly upon reading and deliberations
5 - Approval of the independent audit firms selected by the Board of Directors to carry out the mandatory sustainability assurance audit of the reports to be prepared in accordance with the Turkish Sustainability Reporting Standards ("TSRS") within the framework of the regulations of the Public Oversight, Accounting and Auditing Standards Authority for the years 2024 and 2025, and submission to the approval of the General Assembly of the 2024 TSRS Compliant Sustainability Report following its reading and deliberation
6 - Resolution concerning the accrued profit of 2025 in accordance with the balance sheet and the contingency reserves of the past year
7 - Presentation of transactions regarding sale of some part of NPL portfolios executed in 2025 to approval the General Assembly
8 - Appointment of Board of Directors members; determination of number of the Board members and their term of offices
9 - Resolution regarding release of the members of the Board of Directors for their activities in 2025
10 - Determination of the remuneration of the members of the Board of Directors
11 - Determination of the auditor in accordance with the provisions of the Turkish Commercial Code, the Banking Regulation and Supervision Agency and the Public Oversight, Accounting and Auditing Standards Authority regulations
12 - Resolution on granting permissions to the Board members within the scope of Articles 395 and 396 of the Turkish Commercial Code
13 - Determination of upper limit of donations to be made in 2026 as the Capital Markets Law and related legislation
14 - Information regarding donations made in 2025
15 - Information regarding disclosure policy of the Bank
16 - Information of dividend policies
17 - Information on transactions performed in 2025 within the scope of Article 1.3.6 of the Communiqué on Corporate Governance Principles of the Capital Markets Board numbered II-17.1
18 - Information regarding remuneration policies of the Board members and senior management
19 - Wishes and hopes
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Invitation Documents
Appendix: 1
Genel Kurul Bilgilendirme Dokümanı 26.03.2026.pdf - General Assembly Informing Document
Appendix: 2
OGA Information document_26.03.26.pdf - General Assembly Informing Document
General Assembly Results
Was The General Assembly Meeting Executed?
Yes
General Assembly Results

The Ordinary General Shareholders' Meeting of the Bank for 2025 accounting period was held on Thursday, March 26 th , 2026,

- 2025 Annual Report, 2025 Annual Report of the Auditor, 2025 financials (balance sheet-profit & loss accounts) and 2024 TSRS-Compliant Sustainability Report be approved

- in accordance with the Turkish Sustainability Reporting Standards ("TSRS") within the framework of the regulations of the Public Oversight, Accounting and Auditing Standards Authority; selection of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş firm as the auditor selected by Board resolution number 125 dated July 28, 2025 for the year 2024; Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş (Ernst & Young) firm as the auditor selected by Board resolution number 152 dated October 01, 2025 for the year 2025 in order to obtain assurance audit service be approved,

- year 2025's profit after tax amounting to TRY 47,814,783,494.32 is allocated as follows; TRY 328,315,986.00 shall be transferred under General Statutory Reserve in the frame of Article 591/1 of the Turkish Commercial Code; TRY 11,150,573.37 shall be added under Asset Sale Gains Fund (CIT 5-1/e); and TRY 47,475,316,934.95 shall be transferred under general reserves and authorization of the the Board of Directors in order to use the reserve funds; As a result of revaluation of the fixed assets recorded on our Bank's balance sheet as of the end of 2025, within the scope of Article 298/ç of the Tax Procedure Law, total revaluation surplus gain amounting to TL 6,691,414,757.04 booked under "42002003 – TPC Repeated Article 298/Ç Revaluation Fund" accounts in Equity by debiting reserves account.

- Sale transaction within the scope of Board resolution dated 08.05.2025 and numbered 78 as follows;From Non-Performing Loan (NPL) po1tfolio including Consumer Loans, Overdrafts and Credit Cards that were transferred to NPL accounts before 31.03.2024 (Excluding those with mortgage collaterals);-to sell receivables with the amount of 1.716.106.957 TL in consideration of 555,500,000 TL to Dünya Asset Management, -to sell receivables with the amount of 980,631,486 TL in consideration of 321,500,000 TL to Gelecek Asset Management, -to sell receivables with the amount of 245,132,414 TL in consideration of 79,500,000 TL to Birikim Asset Management, From Non-Performing Loan (NPL) portfolio including SME & Commercial Segment Loans and Credit Cards that were transferred to NPL accounts before 31.12.2020 (Excluding those with mortgage collaterals); to sell receivables with the amount of 439,540,264 TL in consideration of 87,000,000 TL to Gelecek Asset Management, Sale transaction within the scope of Board resolution dated 10.12.2025 and numbered 188 as follows;From Non-Performing Loan (NPL) portfolio including Consumer Loans, Overdrafts and Credit Cards that were transferred to NPL accounts before 31.07.2024 (Excluding those with mortgage collaterals); -to sell receivables with the amount of 1,384,285,512 TL in consideration of 320,000,000 TL to Gelecek Asset Management, -to sell receivables with the amount of 923,003,932 TL in consideration of 215,000,000 TL to Dünya Asset Management, -to sell receivables with the amount of 461,413,057 TL in consideration of 107,000,000 TL to Emir Asset Management,-to sell receivables with the amount of 461,501,965 TL in consideration of 106,500,000 TL to İstanbul Asset Management, From Non-Performing Loan (NPL) portfolio including Micro Loans and Credit Cards that were transferred to NPL accounts before 31.07.2024 (Excluding those with mortgage collaterals); to sell receivables with the amount of 236,752,069 TL in consideration of 46,500,000 TL to Gelecek Asset Management, From Non-Performing Loan (NPL) portfolio including SME & Commercial Segment Loans and Credit Cards that were transferred to NPL accounts before 31.12.2023 (Excluding those with mortgage collaterals); to sell receivables with the amount of 132,689,212 TL in consideration of 16,000,000 TL to Gelecek Asset Management through transfer and assignment of receivables method, be approved.

- As per Article 362 of the Turkish Commercial Code numbered 6102; determination of number of Board of Directors as 11 (eleven) including the General Manager Osman Ömür Tan and appointment of Mehmet Ömer Arif Aras, Temel Güzeloğlu, Yousef Mahmoud H N Al-Neama, Adel Ali M A Al-Malki, Ramzi T.A. Mari, Noor Mohd J A Al-Naimi, Fatma Abdulla S S Al-Suwaidi, Najla İbrahim N J Al-Mutawa and Saleh Nofal as real person Board members to serve as Board members for 1-year term and appointment of Yeşim Güra and Audit Committee members as independent members in accordance with related articles of Communiqué on Corporate Governance (II-17.1)) issued by the Capital Markets Board of Turkey are approved

- as per Article 362 of the Turkish Commercial Code numbered 6102; determination of number of Board of Directors as 11 (eleven) including the General Manager Osman Ömür Tan and appointment of Abdulla Mubarak N Alkhalifa, Temel Güzeloğlu, Yousef Mahmoud H N Al-Neama , Adel Ali M A Al-Malki , Ramzi T.A. Mari , Noor Mohd J A Al-Naimi, Fatma Abdulla S S Al-Suwaidi, Najla İbrahim N J Al-Mutawa and Saleh Nofal as real person Board members to serve as Board members for 1-year term and appointment of Yeşim Güra and Audit Committee members as independent members in accordance with related articles of Communiqué on Corporate Governance (II-17.1)) issued by the Capital Markets Board of Turkey, be approved

- Release of members of the Board of Directors; i.e. Mehmet Ömer Arif Aras, Temel Güzeloğlu, Saleh Nofal, Yeşim Güra, Fatma Abdulla S S Al-Suwaidi , Yousef Mahmoud H N Al-Neama, Adel Ali M A Al-Malki, Noor Mohd J.A. Al -Naimi, Ramzi T.A. Mari, Najla Ibrahim N J Al-Mutawa, Osman Ömür Tan, the General Manager separately be released for their activities in the year 2025 is approved

-It is approved to pay a net fee of TRY 200.000 be paid monthly as of January 2026 until the next ordinary general assembly to the members of the Board of Directors; remuneration of Board members who have assumed a certain business and duty at the Bank shall be determined by the Board of Directors or a Committee appointed by it and a maximum amount of TRY 625.000.000 (Six hundred twenty five million Turkish Liras) be paid to the Board members, including payments to be paid within the scope of committee membership duties, until the first Ordinary General Assembly to be held in 2027

- Appointment of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A. as the Bank's auditor for 2026, in accordance with related articles of Turkish Commercial Code numbered 6102 and the Banking Regulation and Supervision Agency; and as the Bank's auditor to conduct the mandatory sustainability assurance audit of reports prepared in accordance with the Turkish Sustainability Reporting Standards within the scope of the Public Oversight, Accounting and Auditing Standards Authority regulations.

- Necessary authorizations to the members of the Board of Directors, as specified in the Article 395 titled "Obligation not to make any Transaction with Company" and Article 396 titled "Obligation not to Compete with Company" of the Turkish Commercial Code excluding issues prohibited by the Banking Law numbered 5411

- Upper limit of donations to be made in 2025 is approved as specified in Article 59 of the Banking Law which shall not exceed four per thousand of the Bank's own funds and to consider requirements to comply with relevant legislation and the Articles of Association of the Bank while performing such donations

- Information on donation of total TRY 15,371,596.00 which was made in 2025 and shared to the shareholders; Bank's "Disclosure Policy", "Dividend Distribution Policy", transactions performed in 2025 within the scope of Article 1.3.6 of the Communiqué on Corporate Governance Principles of the Capital Markets Board numbered II-17.1 and remuneration policies of the Board members and senior Management is provided

The meeting minutes and list of participants are attached hereto. (The meeting minutes 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.

Decisions Regarding Corporate Actions
Dividend Payment
Discussed
General Assembly Result Documents
Appendix: 1
Hazirun Cetveli_26.03.2026_KAP.pdf - List of Attendants
Appendix: 2
TUTANAK_26_03_2026._KAP.pdf - Minute
Appendix: 3
GA MINUTES 26.03.2026_KAP.pdf - Minute
Additional Explanations

It has been resolved by the Board of Directors of our Bank to convene an Ordinary General Assembly Meeting of our Shareholders at the Bank's headquarters located at Istanbul, Şişli, Esentepe Mahallesi, Büyükdere Caddesi, Kristal Kule Binası, No:215 on Thursday, 26/03/2026 at 11:00 a.m. in order to discuss and resolve the agenda items above.

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