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General Meeting Invitation

Agenda

Resolutions Made and Other Matters

The Annual General Meeting (AGM) of our bank shall be held on March 25, 2022, Wednesday, at 14:00, at the address of İş Kuleleri 34330 Levent, Istanbul, at the Head Office/Auditorium Building to discuss the agenda items mentioned below. Our shareholders may also participate the AGM electronically, either in person or by proxy according to Article 1527 of the Turkish Commercial Code No. 6102. The shareholders or their representatives who will attend the meeting electronically must have secure e-signature.


The persons who own at least
• 1 Group A share with a nominal value of 1 Kurus,
• 1 Group B share with a nominal value of 1 Kurus or
• 1 Group C share with a nominal value of 4 Kurus
may attend the meeting personally or by proxy.

Shareholders who will attend the AGM physically should submit their identity cards bearing the TR identity number on the meeting day; shareholders who will attend the meeting electronically should be registered in the Electronic General Meeting System (EGMS) portal of Central Registry Agency (CRA) at least one day before the meeting until 21:00. For our shareholders or their representatives who state that they will attend the meeting electronically and do not change this preference, it will not be possible to attend the meeting physically.
Shareholders who have the right to attend the AGM, may exercise their rights by means of deputizing a representative/proxy.

The representatives/proxy who will attend the meeting should submit;
· the relevant power of attorney (Annex: 1) which will be prepared in compliance with the requirements of the Communique on Voting by Proxy and Proxy Solicitation (II.30.1) issued by the Capital Markets Board and identity cards bearing the TR identity Number,
· Only their identity cards bearing the TR identity Number on the meeting day if deputized over EGMS portal.

It is possible for the custody institutions to attend the AGM as “Depositor’s Representative” provided that they are identified in the EGMS portal in order to represent the shareholders whose shares are in safe custody with such institutions. In case these custody institutions appoint and authorize their employees in order to physically attend the AGM, these employees shall submit their authorization documents in addition to the “Power of Attorney Related to Deposited Shares” and “Instruction Notification Form”, as attached herewith (Annex: 2/a and Annex: 2/b).

If the shareholder is a legal entity or a governmental entity, then the identity cards (bearing the TR Identity Number) along with the certificates of authorization of those who are authorized to represent and bind the legal entity should be submitted.
In accordance with the provisions of Article 18 of the Turkish Banking Law No. 5411; any acquisition of shares that result in the acquisition by one person directly or indirectly of shares representing ten percent or more of the capital of a bank or if shares held directly or indirectly by one shareholder exceed ten percent, twenty percent, thirty-three percent or fifty percent of the capital as a result thereof, and assignments of shares that result in shares held by one shareholder falling below these percentages, are subject to the permission of the Banking Regulatory and Supervisory Authority. In accordance with the Banking Law, and the Regulation on Permit-required Activities and Indirect Share Ownership of the Banks, in the case of share assignments of this kind, the permission of the Banking Regulatory and Supervisory Authority is required.

In this aspect, if there is any acquisition of shares requiring a permission from the Banking Regulatory and Supervisory Authority or any change in the share ownership percentages of our legal entity shareholders requiring the permission of the Banking Regulatory and Supervisory Authority, the submission of the document showing that the permission has been granted before the Bank’s AGM is required.
As per the article 29 of the Capital Market Law, registered mail for the call of AGM will not be posted to our shareholders.

According to the Turkish Commercial Code no. 6102 and the Article 49 Incorporation,
• each Group (A) share with a nominal value of 1 Kurus gives its shareholder 1 voting right,
• each Group (B) share with a nominal value of 1 Kurus gives its shareholder 1 voting right and
• each Group (C) share with a nominal value of 4 Kurus gives its shareholder 4 voting rights.

The Annual Report including the Financial Statements of 2021, Board of Directors’ Report and Independent Auditor’s Report will be submitted for our shareholders’ review following its publication in line with the related legal periods at the İşbank Branches, on the Bank’s internet address of www.isbank.com.tr and at the EGMS portal of the CRA.

The attendance of our esteemed shareholders is requested on the day and time stated above.

1 - Opening Ceremony, establishment of the Council of Chairmanship

2 - Discussion of 2021 Annual Report of the Board of Directors, Financial Statements, the Independent Auditors' Reports and ratification of the Annual Report of the Board of Directors and Financial Statements

3 - Discharge of the Board of Directors from their responsibilities for the transactions and accounts of the year 2021

4 - Determination of the method and date of allotment of dividends to be distributed, which is permitted by the BRSA based on our Bank's application.

5 - Determination of the allowance for the members of the Board of Directors

6 - Selection of the Independent Audit Company

7 - Permitting the Members of the Board of Directors as per articles 395 and 396 of the Turkish Commercial Code

8 - Presenting information to the shareholders on the subjects held in Capital Markets Board Corporate Governance Communique principle no. 1.3.6

9 - Presenting information to the shareholders about the donations
 



 

 

Resolutions Made at Isbank's General Meeting Held on March 25th, 2022
 

At İşbank's General Meeting held on March 25th, 2022, in Istanbul, the following issues have been resolved.

1-The Chairmanship Council was established as per the Articles of Incorporation.

2-2021 Annual Report of the Board of Directors, Financial Statements, the Independent Auditors' Reports have been discussed, Annual Report of the Board of Directors and Financial Statements have been ratified.

3-The Board of Directors has been discharged with regard to transactions and accounts for the year 2021.

4-Resolution was made to distribute dividend starting from March 29th, 2022 as stated in the attached Profit Distribution Table.

5-The allowance for the members of the Board of Directors was determined.

6-The appointment of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member firm of Ernst & Young Global Limited) as the independent audit firm of our Bank for 2022 has been approved.

7-It was decided to authorize the Board Members as per Turkish Commercial Code articles 395 and 396.

8-Information was provided on the subjects within the context of the principle no. 1.3.6 of Capital Market Board's (CMB) Corporate Governance Principles.

9-Information was given regarding the donations made.


 

 


 



 

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