[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NotificationRegardingGeneralAssemblyAbstract|
Notification Regarding General Assembly
oda_UpdateAnnouncementFlag|
Update Notification Flag
Evet (Yes)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
08.03.2023
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_DecisionDate|
Decision Date
23/03/2023
oda_TypeOfGeneralAssembly|
Type of General Assembly
Olağan (Annual)
oda_FiscalPeriod|
Fiscal Period
01.01.2022-31.12.2022
oda_Date|
Date
23/03/2023
oda_Time|
Time
12.00
oda_Address|
Address
Büyükdere Cad. No141 Esentepe Şişli İSTANBUL
oda_Agenda|
Agenda
AGENDA OF THE ORDINARY MEETING OF THE GENERAL ASSEMBLY OF DENIZBANK A.Ş., TO BE HELD ON MARCH 23, 2023 1. Opening and to select the Meeting Chairman 2. To authorize the Chairman to sign the meeting minutes and list of attendees. 3. To read, discuss and decide on the approval of the Financial Statements, the Profit-Loss Calculation for 2022, the Independent Auditor's Report prepared by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of DELOITTE TOUCHE TOHMATSU) for 2022 as a result of the independent audit studies, and the Annual Report. 4. To decide on distribution of the profit gained by Denizbank A.Ş. 5. To discharge the Board member who has resigned and to approve the nomination of the member of the Board of Directors appointed to replace for the remaining period due to said resignation and to decide on payment to be made to the appointed member of the Board of Directors. 6. According to the Article 409 of the Turkish Commercial Code, to release the members of the Board of Directors of Denizbank A.Ş.from the liability for the transactions made in 2022. 7. To appoint the independent auditor of Denizbank A.Ş. for 2023 that is proposed by the Board of Directors according to the Turkish Commercial Code and the regulations of the Banking Regulation and Supervision Agency. 8. To inform the shareholders of Denizbank A.Ş. about donations made in 2022. 9. To permit shareholders having control in management, members of the Board of Directors, the top managers, their spouses, the relatives up to second kin and the relatives of marriage to transact subject to the restrictions in Articles 395 "Restrictions on Transactions with the Company and Borrowing", 396 "Obligation Not to Compete" of the Turkish Commercial Code, and prohibitions under the Banking Law No. 5411. 10. Wishes and closure of the Meeting.
oda_Minutes|
Minutes
submitted in Explanations section
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Date of Registry
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Explanations
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Adopted at the Ordinary General Assembly of DenizBank A.S. held on 23 March 2023, the following have been resolved unanimously:

1.To approve the Balance Sheet, Statement of Profit and Loss for the fiscal year of 2022, Independent Audit Report prepared by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of DELOITTE TOUCHE TOHMATSU) based on 2022 independent audit works and Board of Directors Annual Report,
2.Of the net profit of Denizbank A.Ş. for the financial year 2022 amounting to TL 17.173.013.992,42,
To set aside TL 350.475.232,45 as legal reserve, that must be allocated until it reaches 20% of the paid-in capital in accordance with article 519/1 of the Turkish Commercial Code;
And for the remaining TL 16.822.538.759,97 to be set aside as extraordinary legal reserve; and,
To have our Bank's fixed assets (excluding assets to be disposed of) subject to revaluation at the end of 2022 within the scope of repetitive Articles 298/Ç and temporary 32 of the Tax Procedure Law No. 213,
To create records in special fund accounts to be created under the grand ledger account number of the Allocated Reserve Fund pursuant to the General Assembly Decision numbered 42002000- in our bank balance sheet by means of; bestowing shares from the reserves pursuant to the Communiqué (Serial N 547) Amending the Tax Procedure Law General Communiqué (Serial N 537) from the value increase amounting to TL 3.510.127.947,96 after the revaluation,
As long as the value increase amount of TL 3.510.127.947,96 is in the special fund accounts in the liabilities, to not include it in the profit distribution except for being added to the capital,
3.To discharge Board Member Jonathan Edward MORRIS, who resigned on 31 December 2022 and to approve the appointment of Aazar Ali KHWAJA, who was appointed as Board Member on 2 January 2023, and to not pay honorarium until the end of the term of office of Board Member Aazar Ali KHWAJA,
4.To discharge the Members of the Board of Directors who continue their duties, for the activities in 2022,
5.To elect DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of DELOITTE TOUCHE TOHMATSU), as Independent Audit Company_Independent Auditor to realize audit activities regarding our Bank's 2023 financial year,
6.To grant to Board Members the permits stipulated in Articles 395 and 396 of Turkish Commercial Code numbered 6102 and the required permits for shareholders who hold Management Control, Board Members, senior managers and their spouses and blood relatives and relatives by marriage up to 2nd degree to make transactions that may lead to conflict of interest with the Company or affiliates and compete.
The General Assembly was informed that the amount of donations by the Bank in 2022 was TL 944.823.