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 
27-March-2025 / 15:34 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, 2025 
 
The Ordinary General Shareholders' Meeting of the Bank for 2024 accounting period was held on Thursday March 27th, 
2025, 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 2024 be approved, 
   -- The Board Members be released for their activities in the year 2024, 
   -- From the after-tax profit of the Bank for the year 2024 in the amount of TL 92,174,994,065.89 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 18,434,998,813.18 be distributed to our Shareholders, dividend 
  distribution be initiated on 28.03.2025, the Head Office be authorized to conduct any and all acts regarding the 
  distribution of profit and 36,294,456.47 Turkish Liras which was recognized as income in prior periods' profit or 
  loss account in 2024 due to Accounting Standards to the Extraordinary Reserves Account be transferred, 
 
   -- The number of the Board Members as eleven including CEO be continued and Halil Hüsnü Erel be elected, as 
  an independent board member in order to fill the vacant Independent Board Membership position in accordance with 
  the Corporate Governance Principles for whom the Capital Markets Board of Türkiye did not express an adverse 
  opinion regarding his independent board membership candidature, to fill the remaining term of office of other Board 
  Members, since, pursuant to the Corporate Governance Principles of the Capital Markets Board (CMB), the term of 
  Independent Board Membership of Mevhibe Canan Özsoy, who was elected as an Independent Board Member at the Ordinary 
  General Shareholders' Meeting dated 27.03.2024 for a period of 1 year, which is the remaining term of office sets 
  forth under the independency criteria has expired, 
   -- Mevhibe Canan Özsoy be elected as a real person Board Member to the Board Membership position which was 
  vacated as a result of the resignation of Belkis Sema Yurdum to fill the remaining term of office of other Board 
 
   -- 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 2025 accounting period including the audit of the reports to be prepared in 
  accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and 
  Auditing Standards Authority, 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 2026 be determined, 
   -- An upper limit for the charitable donations to be made in 2025 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 2024 was read and the Bank's shareholders were informed on; 
 
   -- The undistributed portion of the profit of the year 2024, 
 
   -- Mahmut Akten's appointment as the CEO of the Bank on the date of August 23, 2024 after necessary 
  notifications were made and the required legal approvals were obtained as a result of Recep Bastug's resignation 
  from his office and since Mahmut Akten continues to serve as CEO, his natural board membership according to the 
  Banking Law No.5411 which the Bank is subject to and the external duties conducted by the Board Member and the 
  grounds of such duties, in accordance with Article 4.4.7. of the Capital Markets Board's Corporate Governance 
  Principles, 
 
   -- 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 and the revised 
  Compensation Policy, 
   -- The charitable donations made to institutions and organizations in the amount of 90,002,598 Turkish Liras 
  in 2024 which is the sum of tax deductible donations in the amount of 53,167,853 Turkish Liras and tax 
  non-deductible donations in the amount of 36,834,745 Turkish Liras, 
   -- The significant transactions executed in 2024 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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Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
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ISIN:     US9001487019 
Category Code: AGM 
TIDM:     TGBD 
LEI Code:   5493002XSS7K7RHN1V37 
Sequence No.: 380396 
EQS News ID:  2107742 
 
End of Announcement EQS News Service 
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March 27, 2025 11:35 ET (15:35 GMT)