Announcement regarding Ordinary General Meeting of Shareholders
Announcement regarding Ordinary General Meeting of Shareholders
The Board of Directors of the Bank resolved on March 07, 2013 that the Ordinary General Meeting of Shareholders of T. Garanti Bankası A.Ş. be held on April 30, 2013 Tuesday, at 10:00 a.m. at Levent, Nispetiye Mahallesi, Aytar Caddesi No:2, Besiktas - Istanbul with the following agenda and the Head Office be authorized to conduct any and all acts in relation with the Ordinary General Meeting of Shareholders and to determine the persons who will be authorized in this regard.
AGENDA
- Opening and formation of the Board of Presidency,
- Authorization of the Board of Presidency for signing the minutes of the Ordinary General Meeting of Shareholders,
- Reading and discussion of the Board of Directors’ Annual Activity Report and Auditors’ Reports,
- Reading, discussion and ratification of the Balance Sheet and Income Statement
- Acceptance or rejection by discussion of the Board of Directors’ proposal regarding the dividend distribution,
- Submission for approval of the Dividend Distribution Policy in accordance with the Corporate Governance Principles set out by the Capital Markets Board of Turkey,
- Amendment to Articles 1, 2, 3, 4, 5, 6, 7, 8, 11, 12, 13, 14, 17, 18, 20, 21, 22, 23, 24, 25, 26, 27, 28, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 45, 46, 47, 48, 49 and Provision Article 2 of the Articles of Association of the Bank,
- Release of the Board Members and Auditors,
- Determination of the number of the Board Members, and appointment of the Independent Board Members in accordance with the Capital Markets Board regulations,
- Submission for approval of the Board Members who were elected as real person Board Members in accordance with the provisions of the Turkish Commercial Code, in order to fill the remaining term of office,
- Informing the shareholders regarding the jobs that the Board Members do outside the Bank, in accordance with the Corporate Governance Principles set out by the Capital Markets Board of Turkey,
- Informing the shareholders regarding the implementation of the Remuneration Committee and Remuneration Policy in accordance with the Corporate Governance Principles set out by the Capital Markets Board of Turkey,
- Determination of the remuneration of the Board Members.
- Approval of the Internal Regulation on Working Principles and Procedures of the General Assemblies of the Bank prepared according to the Turkish Commercial Code,
- Submission for approval of the selection of the independent audit firm and the auditor of the group in accordance with the Turkish Commercial Code and the relevant regulation issued by the Banking Regulation and Supervision Agency,
- Informing the shareholders with regard to charitable donations realized in 2012, and determination of an upper limit for the charitable donations to be made in 2013 in accordance with the Banking legislation and Capital Markets Board regulations,
- Submission for approval of the Bank’s Charitable Donations Policy in accordance with the Corporate Governance Principles set out by the Capital Markets Board of Turkey,
- Authorization of the Board Members to conduct business with the Bank in accordance with Articles 395 and 396 of the Turkish Commercial Code, without prejudice to the provisions of the Banking Law.
Attached are the current and new texts of the relevant clauses of the Articles of Association, the By-laws regarding the Working Principles and Procedures of the General Assemblies prepared in accordance with the Turkish Commercial Code, the Bank’s Dividend Distribution Policy and Donation and Contribution Policy prepared in accordance with Capital Markets Board regulations, which are to be submitted for the approval of the our Shareholders during the Ordinary General Meeting of Shareholders.