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Turkiye Garanti Bankasi A.S. (TGBD)
Information regarding the results of Ordinary General Shareholders' Meeting
04-Apr-2019 / 16:49 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
TO: Investment Community
FROM: Garanti Bank / Investor Relations
........................................
SUBJECT: Information regarding the results of Ordinary General Shareholders'
Meeting
DATE: April 04, 2019
The Ordinary General Shareholders' Meeting of the Bank for 2018 accounting
period was held on April 4th, 2019, on Thursday, at 10am at the address of
Levent, Nispetiye Mahallesi, Aytar Caddesi No:2 34340 Besiktas, ISTANBUL and
it is resolved that;
- The Board of Directors' Integrated Annual Activity Report be approved,
- The Financial Statements for the year 2018 be approved,
- The transfer of the distributable net profit of 6.638.235.755,02 Turkish
Liras to the Extraordinary Reserves Account without being distributed to the
shareholders and the transfer of 2.983.668,69 Turkish Liras which was
exempted from Corporate Tax in accordance with sub-paragraph (e) of first
paragraph of Article 5 of the Corporate Tax Law and was transferred to a
special fund account due to fulfilment of conditions defined in the relevant
legislation and the transfer of 397.309.382,28 Turkish Liras which was
recognized as income in prior periods' profit or loss account due to
transition of TFRS 9 Financial Instruments Standard as of 1 January 2018, to
the Extraordinary Reserves Account be approved,
- The Board Members be released for their activities in the year 2018,
? Pursuant to Article 18 of the Articles of Association, the increase in the
number of the Board Members from nine to ten excluding CEO be approved and
Belkis Sema Yurdum be elected to the newly established Board Membership to
fill the remaining term of office of other Board Members who was previously
elected as the independent board member under the Corporate Governance
Principles of the Capital Markets Board for the remaining term of office set
forth in the independency criteria and whose term of Independent Membership
has expired,
- Mevhibe Canan Özsoy for whom the Capital Markets Board of Turkish
Republic did not express an adverse opinion regarding her independent board
membership candidature, be elected as the independent board member in
accordance with the Corporate Governance Principles of the Capital Markets
Board to fill the remaining term of office of other Board Members,
? KPMG Bagimsiz Denetim ve Serbest Muhasebeci Mali Müsavirlik A.S. (KPMG) be
selected as the auditor of the Bank and the group for the year 2019
accounting period, in accordance with Article 399 of the Turkish Commercial
Code,
- The net honorarium amount and an upper limit to be paid to the Board
members until the ordinary general shareholders' meeting to be held in 2020
be determined,
- An upper limit for the charitable donations to be made in 2019 be
determined in accordance with the Article 59 of the Banking Law No. 5411, as
not to exceed four per thousand of equity of the Bank,
? The Board Members be authorized in accordance with Articles 395 and 396 of
the Turkish Commercial Code, without prejudice to the provisions of the
Banking Law.
Moreover, the Independent Auditor's Report for the year 2018 is read and the
Bank's shareholders were informed on;
- The external duties of the newly elected Board Members and the grounds of
such duties, in accordance with Article 4.4.7. of the Capital Markets
Board's Corporate Governance Principles,
- The remuneration principles of the Board Members and directors having
administrative responsibilities, in accordance with Article 4.6.2 of the
Capital Markets Board's Corporate Governance Principles,
- The charitable donations made to institutions and organizations in the
amount of 11.605.437 Turkish Liras in 2018,
- The significant transactions executed in 2018 which may cause conflict of
interest, in accordance with Article 1.3.6 of the Capital Markets Board's
Corporate Governance Principles.
The meeting minutes, the list of participants and the profit distribution
table are attached hereto. ( The meeting minutes and the profit distribution
table are in Turkish and English, whereas the list of participants is in
Turkish.)
In contradiction between the Turkish and English versions of this public
disclosure, the Turkish version shall prevail.
We declare that our above statements are in conformity with the principles
included in the Board's Communiqué, Serial II Nr.15.1, that it exactly
reflects the information we received; 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.
Yours sincerely,
Garanti Bank
Contact Garanti Bank Investor Relations:
Tel: +90 212 318 2352
.....................
Fax: +90 212 216 5902
.....................
E-mail: investorrelations@garanti.com.tr
........................................
www.garantiinvestorrelations.com [1]
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Attachment
Document title: Information regarding the results of Ordinary General
Shareholders' Meeting
Document: http://n.eqs.com/c/fncls.ssp?u=PMERGYMXSS [2]
ISIN: US9001487019
Category Code: AGM
TIDM: TGBD
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 8101
EQS News ID: 796327
End of Announcement EQS News Service
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2: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=6151a117a92b8ac03940b3c8f1e56f0c&application_id=796327&site_id=vwd_london&application_name=news
(END) Dow Jones Newswires
April 04, 2019 11:50 ET (15:50 GMT)
