Turkiye Garanti Bankasi A.S.: Information regarding the results of Ordinary General Shareholders' Meeting

DJ Turkiye Garanti Bankasi A.S.: Information regarding the results of Ordinary General Shareholders' Meeting

Turkiye Garanti Bankasi A.S. (TGBD) 
Turkiye Garanti Bankasi A.S.: Information regarding the results of Ordinary General Shareholders' Meeting 
28-March-2024 / 10:40 GMT/BST 
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TO: Investment Community 
FROM: Garanti BBVA / Investor Relations 
SUBJECT: Information regarding the results of Ordinary General Shareholders' Meeting 
DATE: March 27, 2024 
 
 
 
The Ordinary General Shareholders' Meeting of the Bank for 2023 accounting period was held on Wednesday, March 27th, 
2024, at 10 a.m. 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 2023 be approved, 
   -- Amendment of Article 7 of the Bank's Articles of Association, which was approved by the letter of Banking 
  Regulation And Supervision Agency dated 26.01.2024 numbered E-20008792-101.01.04[42]-108595, by the letter of 
  Capital Markets Board dated 14.02.2024 numbered E-29833736-110.04.04-49710 and by the letter of Ministry Of Trade - 
  General Directorate of Domestic Trade dated 04.03.2024 numbered E-50035491-431.02-00094596981, be approved, 
   -- The Board Members be released for their activities in the year 2023, 
   -- From the after-tax profit of the Bank for the year 2023 in the amount of TL 87,331,719,888.51 in 
  accordance with Article 45 of the Articles of Association of our Bank titled as the "Distribution of the Profit" 
  the gross cash dividend in the amount of TL 13,099,758,000.00 be distributed to our Shareholders, dividend 
  distribution be initiated on 29.03.2024 and the Head Office be authorized to conduct any and all acts regarding the 
  distribution of profit, 
   -- Since the terms of office of the Members of the Bank's Board of Directors have expired, the number of the 
  Board of Directors be determined as eleven including the General Manager, Süleyman Sözen, Jorge Saenz-Azcunaga 
  Carranza, Sait Ergun Özen, Jaime Saenz De Tejada Pulido, Rafael Salinas Martinez De Lecea, Belkis Sema Yurdum, Avni 
  Aydin Düren and Pablo Alfonso Pastor Muñoz be elected for a period of three years and Ebru Ogan Knottnerus be 
  elected for a period of three years as the independent board member in accordance with the Corporate Governance 
  Principles, for whom the Capital Markets Board of Türkiye did not express an adverse opinion regarding her 
  independent board membership candidature and Mevhibe Canan Özsoy be elected for a period one year (which is the 
  remaining term of office specified under the independency criteria) as the independent board member in accordance 
  with the Corporate Governance Principles, for whom the Capital Markets Board of Türkiye did not express an adverse 
  opinion regarding her independent board membership candidature, 
   -- Güney Bagimsiz Denetim ve Serbest Muhasebeci Mali Müsavirlik A.S. (EY) be selected as the auditor of the 
  Bank and the group for the year 2024 accounting period, in accordance with Article 399 of the Turkish Commercial 
  Code, 
   -- An upper limit to be paid to the Board members until the ordinary general shareholders' meeting to be 
  held in 2025 be determined, 
   -- An upper limit for the charitable donations to be made in 2024 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 2023 was read and the Bank's shareholders were informed on; 
 
   -- The undistributed portion of the profit of the year 2023, 
 
   -- The surplus amount of 7,785,606,787.57 Turkish Liras transferred from Extraordinary Reserves Account to a 
  special reserve account, which was occurred as the result of the revaluation of the Bank's immovable properties and 
  other depreciable assets for the year 2023 calculated through the revaluation under paragraph (ç) of Repeated 
  Article 298 of the Tax Procedure Law, and the surplus amount of 28,679,348,686.37 Turkish Liras re-transferred 
  from special reserve account to Extraordinary Reserves Account, which was calculated for the current and previous 
  periods, resulting from inflation adjustment made in relation to the end of the 2023 accounting period, 
 
   -- The natural board membership of Recep Bastug according to the Banking Law No.5411 which the Bank is 
  subject to, who continues his duty as the CEO, 
 
   -- 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 794,158,705.40 Turkish 
  Liras in 2023 which is the sum of tax deductible donations in the amount of 763,434,549.83 Turkish Liras and tax 
  non-deductible donations in the amount of 30,724,155.57 Turkish Liras, 
   -- The significant transactions executed in 2023 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, 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 BBVA 
Contact Garanti BBVA Investor Relations: 
Tel: [phone] 
Fax: [phone] 
E-mail: [e-mail] 
www.garantibbvainvestorrelations.com 
 
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Attachment 
File: Information regarding the results of Ordinary General Shareholders' Meeting 
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The issuer is solely responsible for the content of this announcement. 
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ISIN:     US9001487019 
Category Code: NOA 
TIDM:     TGBD 
LEI Code:   5493002XSS7K7RHN1V37 
Sequence No.: 312664 
EQS News ID:  1870009 
 
End of Announcement EQS News Service 
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March 28, 2024 06:40 ET (10:40 GMT)