GENERAL ASSEMBLY
Ordinary General Assembly Meeting
At our Bank’s Ordinary General Assembly Meeting on April 7, 2025, it was resolved to increase the Bank’s capital from TL 3,234,458,622.95 to TL 6,234,458,622.95 through a fully paid cash capital increase of TL 3,000,000,000 through the issuance of 300,000,000,000 new shares, each with a nominal value of TL 0.01 (one kuruş), to be covered entirely by external sources, and to amend Article 6 of the Bank’s Articles of Association, titled “Capital and Shares.”
In addition, at this General Assembly meeting, the financial statements for the year 2024 were approved, the Board Members were discharged and new Board Members were elected for the new term, the independent auditor for the year 2025 was elected.
With the exception of the resolution concerning Article 6 of the Bank’s Articles of Association, titled “Capital and Shares,” the resolutions adopted at the Ordinary General Assembly Meeting dated 07.04.2025 were registered at the Istanbul Trade Registry Directorate on 17.04.2025 and promulgated in the Trade Registry Gazette of Türkiye dated 17.04.2025 and numbered 11314. The General Assembly resolution regarding the amendment of Article 6 of the Bank’s Articles of Association, titled “Capital and Shares,” to include the capital increase was registered with the Istanbul Trade Registry Directorate on May 22, 2025, and announced in the Turkish Trade Registry Gazette No. 11336, dated May 22, 2025, following the completion of the capital increase process.
Extraordinary General Assembly Meeting
At the Bank’s Extraordinary General Assembly Meeting held on September 5, 2025, it was resolved to increase the Bank’s capital of TL 6,234,458,622.95 to TL 9,234,458,622.95 through a full cash capital increase of TL 3,000,000,000 by issuing a total of 300,000,000,000 new shares, each with a nominal value of TL 0.01 (one kuruş), to be covered entirely from external sources, and to amend Article 6 of the Bank’s Articles of Association, titled “Capital and Shares.” The resolutions adopted at the Extraordinary General Assembly Meeting dated 05.09.2025 were registered at the Istanbul Trade Registry Directorate on 01.10.2025 and promulgated in the Trade Registry Gazette of Türkiye dated 02.10.2025 and numbered 11428.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
At the Bank’s Ordinary General Assembly Meeting on April 7, 2025, in line with the capital increase from external sources, Article 6 of the Articles of Association, titled “Capital and Shares,” and Article 4, containing the Bank’s head office address, were amended, and Article 32 was added to allow the Bank to issue debt instruments.
FINANCIAL BENEFITS PROVIDED TO THE BOARD OF DIRECTORS AND SENIOR EXECUTIVES
The Board Members, CEO, and Executive Vice Presidents are the Bank’s senior management. The total benefits provided to senior management in the current period amounted to TL 101,787 thousand (December 31, 2024: TL 52,809 thousand).
TOTAL AMOUNT OF FINANCIAL BENEFITS SUCH AS WAGES, PREMIUMS, BONUSES, AND DIVIDENDS PROVIDED TO EMPLOYEES
As of December 31, 2025, the Bank’s total personnel expenses amounted to TL 1,213,261 thousand (December 31, 2024: TL 296,449 thousand).
DISCLOSURES ON ADMINISTRATIVE OR JUDICIAL SANCTIONS IMPOSED ON THE BANK AND MEMBERS OF ITS GOVERNING BODY DUE TO NON-COMPLIANCE WITH REGULATORY PROVISIONS
Within the framework of the relevant legislation, routine audits are conducted by supervisory authorities such as the BRSA, the CMB, the Ministry of Treasury and Finance, the Undersecretariat of the Treasury, and the CBRT. As a result of these audits, the supervisory authorities did not impose any administrative or judicial sanctions on the Bank or its governing bodies in 2025.