To : Investor Community
From : VakifBank – Investor Relations
Tel : (90-212) 316 7120
Fax : (90-212) 316 7126
e-mail : investorrelations(at)vakifbank.com.tr
Subject : Extraordinary General Meeting Record
Date : 15.05.2014
EXTRAORDINARY GENERAL MEETING RECORD OF VAKIFBANK HELD ON 30 APRIL 2014
Extraordinary General Meeting of Shareholders of Vakifbank for 2014 was held on Wednesday, 30th April 2014, at 10:00 am at Vakifbank Headquarter, located in İstanbul Sanayi Mahallesi, Eski Büyükdere Caddesi, Güler Sokak No:51 Kağıthane under the observation of Ministry Representatives, Mrs. Şehval KIRIK and Mrs. Sabire ELBÜKEN, tasked by the article of İstanbul Provincial Directorate of Industry and Commerce, dated 29 April 2014 and numbered 11879.
As stated in Articles of Association and regulations, call for the meeting was made within its time thereby announcing on Public Disclosure Platform (www.kap.gov.tr) on 04 April 2014, on Electronical General Assembly System (EGAS) of Central Registry Agency, on website of the Bank (www.vakifbank.com.tr), in Turkey press of Dünya and Akşam newspapers dated 07 April 2014 and in Turkish Commercial Registry Gazette, issue dated 07 April 2014, numbered 8544 and also thereby informing the date and the agenda of the meeting to registered shareholders written in stock register and shareholders who submitted his address by giving probative document of his share ownership to the Bank with registered letter before.
Agenda Items of Extraordinary General Meeting on 31 April 2014,
1) As per 419th article of Turkish Commercial Code and 35th article of Articles of Association, Presidency Council was composed and carried out by Mr. Ramazan Gündüz, the Chairman of the Board. Mr. Numan BEK and Mr. Mustafa TURAN were authorized to be Vote Collectors for the signing of General Assembly Minutes.
2) After the resignation of our Independent Board Member, Mr. Sadık TILTAK, representing group (C), as of 31.03.2014, Mr. Sabahattin BİRDAL’s appointment as Independent Board Member to vacancy by the Board of Directors was submitted to approval of Extraordinary General Assembly pursuant to Article 363 of the Turkish Commercial Code.
3) As per 48th article of Articles of Association, Board of Directors must be formed by nine members including the General Manager, so for the vacancies Mr. Öztürk ORAN, representing Group (A) has been elected as Board of Directors Member for 3 years and Mr. Şeref AKSAÇ, representing Group (B) has been elected as Board of Directors Member for 3 years. Our Members of Board of Directors are,
1- Mr. Halil AYDOĞAN, General Manager
2- Mr. Adnan ERTEM, Board Member, representing Group (A)
3- Mr. Halim KANATÇI, Board Member, representing Group (A)
4- Mr. Öztürk ORAN, Board Member, representing Group (A)
5- Mr. İsmail ALPTEKİN, Independent Board Member, representing Group (A)
6- Mr. Şeref AKSAÇ, Board Member, representing Group (B)
7- Mr. Ramazan GÜNDÜZ, Board Member, representing Group (C)
8- Mr. Sabahattin BİRDAL, Independent Board Member, representing Group (C)
9- Mr. Mehmet Emin ÖZCAN, Independent Board Member, representing Group (D)
4) Members of Board of Directors have been unanimously decided to be authorized in matters within the scope of Articles 395 and 396 of the Turkish Commercial Code.
5) It is unanimously decided to add the following paragraph after the Article 12, Subclause 4 of Internal Directives regarding Working Principles and Procedures of General Assembly,
“President of the Meeting may allow shareholders who will attend the general meeting physically to vote via electronic devices if technical infrastructure is appropriate.”
6) In wishes and requests part, it is stated that the general assembly held in electronic media should also be reflected physically and shareholders should be informed about Board Members in detail.
7) As no other issue was left, the President completed General Meeting at 10.45 both in electronic and physical medias.
We hereby declare that our above statements conform with the principles included in the Board’s Communiqué, Serial VIII Nr.39, that it reflects the information we received exactly; that the information complies with our records, books and documents; that we did our best to obtain the correct and complete information relative to this subject and that we are responsible for the declarations made in this regard.