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

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 Beşiktaş, İSTANBUL 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, Belkıs Sema Yurdum, Avni Aydın Düren and Pablo Alfonso Pastor Muñoz be elected for a period of three years and Ebru Oğan 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 Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (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 Baştuğ 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.)

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 *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: +90 212 318 2352

Fax: +90 212 216 5902

E-mail: investorrelations@garantibbva.com.tr

www.garantibbvainvestorrelations.com