[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NotificationRegardingGeneralAssemblyAbstract|
Notification Regarding General Assembly
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Update Notification Flag
Hayır (No)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
-
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_DecisionDate|
Decision Date
20/03/2025
oda_TypeOfGeneralAssembly|
Type of General Assembly
Olağan (Annual)
oda_FiscalPeriod|
Fiscal Period
01.01.2024-31.12.2024
oda_Date|
Date
20/03/2025
oda_Time|
Time
10:30
oda_Address|
Address
DenizBank Head Office, Büyükdere Caddesi N141 Esentepe-Şişli/İstanbul
oda_Agenda|
Agenda
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 2024, the Independent Auditor's Report prepared by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (member of DELOITTE TOUCHE TOHMATSU) for 2024 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 2024. 7. To determine the number and determining their term of Office of the Board of Directors Members, electing the members of the Board of Directors. 8. To decide on payments to be made to the members of the Board of Directors. 9. To appoint the independent auditor of Denizbank A.Ş. for 2025 that is proposed by the Board of Directors according to the Turkish Commercial Code and the regulations of the Banking Regulation and Supervision Agency. 10. To inform the shareholders of Denizbank A.Ş. about donations made in 2024. 11. 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. 12. Wishes and closure of the Meeting.
oda_Minutes|
Minutes
Presented in Explanations part.
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Date of Registry
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

Adopted at the Ordinary General Assembly of DenizBank A.S. held on 20 March 2025, the following have been resolved unanimously :

1. To approve the Balance Sheet, Statement of Profit and Loss for the fiscal year of 2024, Independent Audit Report prepared by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Member of DELOITTE TOUCHE TOHMATSU) based on 2024 independent audit works and DenizBank 2024 Integrated Annual Report,

2. Of the net profit of 44,969,497,506.71.-TL which accrued according to the audited 2024 balance sheet of Denizbank A.Ş,

· Set aside 2,248,474,875.34.-TL as first order legal reserve at 5% of the net term profit as per article 519/1 of the Turkish Commercial Code numbered 6102,

· Pay out to shareholders gross 750,000,000.-TL as primary cash dividend at 1.67%, pursuant to the approval of the Banking Regulation and Supervision Agency dated 3 March 2025,

· Transferring the remaining net profit of 41,971,022,631.37.-TL to the Extraordinary Reserves account to support our Bank's capital adequacy, maintain its financial flexibility and realise its long-term strategic targets,

· The distribution of the primary cash dividend amounting to 750,000,000.-TL gross will start on April 7, 2025 and the related procedures will be carried out by the Headquarters.

3. As the 5th item of the Agenda;

· Discharge Tanju KAYA and Hakan ATEŞ, who resigned, for their activities in 2024 as per article 409 of the Turkish Commercial Code,

· Approve the nominations of Recep BAŞTUĞ, who was nominated as Board Member and CEO and Hakan ATEŞ, who was nominated as natural person Board Member on 1 January 2025, pursuant to article 363 of the Turkish Commercial Code,

· Not pay director's fees to Recep BAŞTUĞ and Hakan ATEŞ due to their duties, until the end of their term of office.

4. To discharge the Members of the Board of Directors who continue their duties, for the activities in 2024,

5. To set the number of Board Members as 9 and to elect the following persons to the Board of Directors, to serve until the 20 March 2028;

· Recep BAŞTUĞ of CEO, a natural member of the Board of Directors as per the Banking Law, Ahmed Mohammed Aqil Qassim ALQASSIM as a shareowner member of the bank Board of Directors, Hesham Abdulla Qassim ALQASSIM, Shayne Keith NELSON, Aazar Ali KHWAJA, Dr. Björn LENZMANN, Eman Mahmood Ahmed ABDULRAZZAQ, Patrick John SULLIVAN and Burcu ÇALIKLI,

6. To pay a monthly net attendance fee of *** to Board Member Hesham Abdulla Qassim ALQASSIM until the end of his tenure, To not pay attendance fee to Board Members Shayne Keith NELSON, Ahmed Mohammed Aqil Qassim ALQASSIM, Aazar Ali KHWAJA, Dr. Björn LENZMANN, Eman Mahmood Ahmed ABDULRAZZAQ, Patrick John SULLIVAN, Burcu ÇALIKLI and Recep BAŞTUĞ until the end of their tenure and to authorize the Board of Directors to determine whether or not to pay an attendance fee to new members if appointed to replace current members, to determine the amount to be paid in TL or USD by keeping the amount under the amount to be paid to Hesham Abdulla Qassim ALQASSIM, and to determine the payments to be made in net or gross terms,

7. To elect Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (EY Turkey), as Independent Audit Company / Independent Auditor to realize audit activities regarding our Bank's 2025 financial year,

8. 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 2024 was TL 3.660.021.