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: April 13, 2023

The Ordinary General Shareholders’ Meeting of the Bank for 2022 accounting period was held on Thursday April 13th, 2023, 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 2022 be approved,
• The Board Members be released for their activities in the year 2022,
• From the after-tax profit of the Bank for the year 2022 in the amount of TL 58,509,157,847.37 in accordance  with  Article 45 of the Articles of Association of our Bank titled as the “Distribution of the Profit”; the cash gross dividend in the amount of TL 8,776,373,677.11 be distributed to our Shareholders, dividend distribution be initiated on 14.04.2023 and the Head Office be authorized to conduct any and all acts regarding the distribution of profit,
• The surplus amount of 20,893,741,898.80 Turkish Liras occurred as the result of the revaluation of the Bank’s immovable properties and other depreciable assets (which is the sum of (i) an amount of  7,703,538,794.65 Turkish Liras calculated through revaluation under Provisional Article 32 of the Tax Procedure Law (the “Law”); and (ii) an amount of 13,190,203,104.15 Turkish Liras calculated through the revaluation under paragraph (ç) of Repeated Article 298 of the Law.) be transferred from Extraordinary Reserves Account to a special reserve account,
• 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 2023 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 2024 be determined,
• An upper limit for the charitable donations to be made in 2023 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, excluding the donations to be made to Ministry Of Interior – Disaster And Emergency Management Presidency (AFAD) under the Presidential Decree dated February 17, 2023 No. 124.
• 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 2022 was read and the Bank’s shareholders were informed on;

• The undistributed portion of the profit of the year 2022,
• 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 24,589,939 Turkish Liras in 2022 which is the sum of tax deductible donations in the amount of 16,037,703.80 Turkish Liras and tax non-deductible donations in the amount of 8,552,235.50 Turkish Liras,
• The significant transactions executed in 2022 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: +90 212 318 2352

Fax: +90 212 216 5902

E-mail: [email protected]

www.garantibbvainvestorrelations.com