Establishment

Article: 1 - The company, established on March 27, 1958, continues to exist among the shareholders of the shares representing the capital of the Joint Stock Company stated in this Articles of Association, and in the future, among the shareholders of the shares to be issued to represent the capital, subject to the current laws and the provisions of this Articles of Association.

Company Name

Article: 2 - The company's name is Birleşik Fon Bank AŞ

Subject of Activity

Article: 3 - Within the limits of the Banking Law and related legislation, the bank operates in the following areas and forms:

• a - Accepting all kinds of deposits and keeping and operating them,
• b - Undertaking the financing of all kinds of economic activities; including investments, domestic and foreign trade, and conducting operations such as Forfaiting, factoring, forwarding,
• c - Providing banking services related to all kinds of economic activities,
• d - Granting and disbursing all kinds of term and types of loans,
• e - Obtaining loans from domestic and foreign sources, using rediscount advances from the Central Bank of the Republic of Turkey,
• f - Collaborating with other banks and companies, private and public institutions in borrowing and lending, establishing joint ventures, forming consortia, and participating in them,
• g - Buying and selling foreign exchange domestically and abroad, opening foreign exchange accounts, accepting foreign currency deposits, and conducting other foreign exchange transactions,
• h - Buying and selling all kinds of securities and gold domestically and abroad, acting as a stock exchange intermediary, issuing all kinds of bonds, selling them domestically and abroad, mediating the sale of shares and bonds offered to the public by joint-stock companies, creating, and managing securities investment funds, buying Treasury bills, bonds, public partnership certificates, selling them, and performing any kind of legal transaction on them, buying and selling all kinds of securities of public and private legal entities, performing any kind of legal transaction on them, mortgaging, taking mortgages,
• i - Acting as an insurance agent,
• j - Establishing correspondent relationships with banks in domestic and foreign countries,
• k - Opening branches and representative offices domestically and abroad,
• l - Participating in or entering into profit-sharing ventures with established and to be established companies in domestic and foreign economic activity fields,
• m - Issuing guarantee letters in domestic and foreign economic activity fields, or accepting such letters, endorsing, guaranteeing, accepting endorsements and guarantees,
• n - Buying or renting service buildings related to its purpose and subject, making arrangements on them with establishing real rights, and canceling them,
• o - Accepting and canceling real estate mortgages and business pledges as the main and additional guarantees for its receivables, taking movable properties as collateral, or releasing such collateral, transferring and assigning these rights to others,
• p - Acquiring, transferring, and exercising all kinds of legal transactions on utility rights, certificates, licenses, and privileges, trademarks, models, pictures, trade names, know-how, and similar intangible rights that may be useful in banking matters,
• r - Establishing and operating training and rest facilities for bank staff. Providing health and social assistance to bank staff, establishing foundations, funds, and facilities for this purpose,
• s - Performing any kind of transaction and service allowed by the Banking Law and relevant legislation.

Company Headquarters and Branches

Article: 4 - The Head Office of the Company (Bank) is in Istanbul. The bank can open branches, agencies, liaison offices and offices at home or abroad by obtaining legal permissions.

Period

Article: 5 - The bank was established for an indefinite period. The provisions of the Turkish Commercial Code and the Banking Law regarding termination, dissolution and liquidation are reserved.

Capital and Shares

Article: 6 - The capital of the bank is 460,522,000.-TL (four hundred sixty million five hundred twenty-two thousand Turkish Liras). This capital is divided into 460,522,000 registered shares with a par value of 1.-TL each.

Of the 460,522,000.-TL, 30,000,000.-TL belongs to United Fund Bank (Bayındırbank Inc.), 110,000,000.-TL belongs to EGS Bank Inc., 50,000,000.-TL belongs to Kentbank Inc., 30,000,000.-TL belongs to İktisat Bank Inc., 195,000,000.-TL belongs to Etibank Inc., and 45,522,000.-TL belongs to Toprakbank Inc., which have been covered by their transfer to our bank.

Shares are issued by printing them in coupons representing one or more shares, as decided by the Board of Directors.

Form of Share Certificates

Article: 7 - Share certificates are printed in accordance with the Turkish Commercial Code by the Board of Directors. All share certificates are registered.

Share certificates shall contain the company's name, the amount of the basic capital, and the registration date, as well as the type and nominal value of the certificate, and shall be signed by at least two members of the Board of Directors authorized to sign on behalf of the company. The signature may be in the form of a seal or stamp, and may also be printed.

Share certificates must also contain the name and surname, residence, and the amount paid in return for the certificate of the owners.

Temporary Share Certificates

Article: 8 - Temporary share certificate receipts are issued to the holders of registered shares whose full payments have not been made, to be exchanged for the company's original share certificate.

The rules regarding the type, form, indivisibility, transfer, and rights provided by the share certificates are also valid for temporary receipts to the extent that they are compatible with their nature.

Anyone holding a registered share certificate whose full payment has not been made must pay the remaining amount to the company and fulfill any other obligations upon being recorded in the share ledger.

Inviolability of Share Certificates

Article: 9 - Share certificates are considered as indivisible units by the bank. The bank recognizes only one owner for each share certificate. If a share certificate has multiple owners, they can only exercise their rights against the bank through a joint representative. This representative is considered as the owner of the share certificate by the bank.

If the usufructuary rights of a share certificate belong to different individuals, they must exercise their rights against the bank through a joint representative. In cases where a representative is not appointed, any notification made by the bank to any of the joint owners shall be deemed valid for all of them.

Payment of Balances and Amounts of Share Certificates

Article: 10 - Legal interest in favor of the bank shall be accrued from the date when the payment is due, without the need for any warning or notification, for calls that are not paid within the period determined by the Board of Directors.

Shareholders who do not provide the required payments shall be deemed to have refrained from paying their debts. The shares of these shareholders shall be sold to individuals or institutions determined by the Board of Directors. The old share certificates shall be canceled and new certificates with the same numbers shall be issued. The numbers of the canceled share certificates shall be announced in newspapers. If the amount obtained from this sale is less than the nominal value of the shares sold, the difference shall be collected from the former owner of the certificate; if it is more, the excess shall be returned to them.

Shareholders with registered share certificates shall be notified of these calls and warnings by registered mail.

Transfer of Share Certificates

Article: 11 - The transfer of shares that have not yet been attached to the certificate shall be made in accordance with the provisions regarding the assignment of receivables. The transfer of share certificates occurs with the delivery of the endorsed certificate to the transferee. However, any transfer shall only be effective against the bank once it is recorded in the share register. The Board of Directors may refuse to approve a transfer without giving any reason, in accordance with the Turkish Commercial Code. The provisions of the Banking Law and other relevant legislation regarding the transfer of share certificates shall apply.

Increase of Capital

Article: 12 - The General Assembly may decide to increase the capital of the company after obtaining the necessary approvals, in accordance with the provisions of the current legislation.

The General Assembly cannot decide to increase the capital by issuing new share certificates until the entire amounts of the shares corresponding to the main capital have been paid. In case the increase of the capital is decided by issuing new share certificates, the shareholders have the preemptive right to purchase the newly issued share certificates. The General Assembly is authorized to determine the proportion, manner, and time within which the preemptive right will be exercised.

Reduction of Capital

Article: 13 - The capital of the Bank may be reduced by a decision of the General Assembly in accordance with the provisions of the Turkish Commercial Code.

Bonds and Profit-Sharing Certificates

Article: 14 - The Bank may issue unsecured and secured bonds and profit-sharing certificates (participation bonds) in accordance with the Turkish Commercial Code and relevant legislation. Bonds and profit-sharing certificates shall be issued by a decision of the General Assembly; provided that the General Assembly may delegate to the Board of Directors the authority to determine the amount, timing, and conditions of issuance of the bonds and profit-sharing certificates that it has decided to issue.

Board of Directors

Article: 15 - The Board of Directors consists of at least five and at most seven members, including the General Manager. The General Manager is a natural member of the Board of Directors. Non-shareholders must acquire shareholder status to start their duties if elected to the Board of Directors. Legal entity shareholders may appoint more than one representative member. Board members must meet the qualifications required by the Banking Law and relevant legislation. After the election of the Board of Directors members, in its first meeting, the Board shall elect a Chairman and in the absence of a Chairman, a Vice Chairman to act as Chairman.

After being elected, the Chairman and Members of the Board of Directors must take an oath and make a declaration of their assets in accordance with the procedures and principles determined by the Banking Law and relevant legislation before assuming their duties. Board members cannot start their duties without taking the oath.

Term of Office of the Board of Directors

Article: 16 - The term of office of the members elected to the Board of Directors is at most one year. Members whose term of office expires may be re-elected.

In case a member of the Board of Directors ceases to be a member for any reason specified in the Banking Law, Turkish Commercial Code, or relevant legislation, such as death, resignation, or any other reason, the Board of Directors may temporarily appoint a person who meets the conditions for election according to the Banking Law and relevant legislation and submit it to the approval of the first General Assembly to be held. The appointed member completes the term of office of the member he/she replaced when approved by the first General Assembly.

Members of the Board of Directors may be dismissed by a decision of the General Assembly at any time. Dismissed members of the Board of Directors are not entitled to compensation.

Board of Directors Meetings

Article: 17 - The Board of Directors may convene whenever necessary for banking affairs. However, it must hold a meeting at least once a month. The Board of Directors is convened by the Chairman of the Board of Directors or, if absent, by the Vice Chairman. Meetings are held at the Bank's headquarters or, if necessary, in another city. The Board of Directors convenes with the participation of at least one more than half of its members.

Decisions are made by a majority of the members present at the meeting. Members cannot vote for each other in absentia. If the votes are tied, the matter is postponed to the next meeting. If there is still a tie at that meeting, the proposal is considered rejected.

The General Manager, who is a natural member, or Deputy General Managers who attend the meetings in their capacity as his representatives in discussions related to matters within their area of responsibility, have the right to vote in those discussions.

The discussions and decisions of the Board of Directors are recorded by a secretary selected among the members or from outside, and are recorded in a decision book duly approved on a day-to-day basis.

The form, approval, and keeping of the decision book must comply with the relevant provisions of the Turkish Commercial Code and the legislation on banks.

Representation of the Bank and Authorized Signatures

Article: 18 - The Bank is represented and managed by the Board of Directors.

Subject to the irrevocable powers specified in the Banking Law, the Turkish Commercial Code, the Capital Markets Legislation, and the relevant legislation, the Board of Directors may partially or entirely delegate management to one or more members of the board of directors, the General Manager, and/or employees under service contracts, according to an Internal Directive to be prepared by the Board of Directors in accordance with Article 367 and 371 of the Turkish Commercial Code and the relevant legislation. When deemed necessary, the Board of Directors may amend or revoke all or part of these powers.

It may be transferred to one or more members of the board of directors and/or the General Manager and/or its personnel working under a service contract;

And it may change, amend or withdraw all or some of these powers when it deems necessary.

For documents, papers, deeds, and contracts issued on behalf of the Bank to be valid and binding on the Bank, they must be signed by the authorized signatories designated by the Board of Directors, whose ranks, places, and forms are determined by the Board of Directors, and must be registered with the Trade Registry and published in the Turkish Trade Registry Gazette under the Bank's seal or title.

Duties and Authorities of the Board of Directors

Article: 19 - The duties and powers of the Board of Directors are subject to the provisions of the Turkish Commercial Code, the legislation on banks, and the provisions of this Articles of Association. The Board of Directors shall decide on all matters that do not require a decision from the General Assembly.

In particular:

• a - Managing the movable and immovable properties of the Bank, conducting all kinds of transactions and legal transactions related to the purpose and subject matter in the name of the Bank, using the title "Authorized Body" on behalf of the Bank, representing the Bank to shareholders and third parties, and in courts, and if necessary, to reconcile, waive, resort to arbitration;
• b - Establishing a Bank Credit Committee in accordance with the relevant legislation and principles, and deciding on loan requests exceeding the powers of the Credit Committee, the General Directorate, and other authorities;
• c - Preparing and approving internal regulations specifying which tasks in the administration of the Bank can be performed by managers, which can be done by the Bank Credit Committee and the Board of Directors, and how the Bank's internal affairs will be regulated.
• d - Requesting any information related to the activities of the Bank from the Bank Credit Committee, inspecting any matter they deem necessary, and continuously supervising the Committee's activities (Board Members have the same rights individually.)
• e - Giving directives regarding the management of the Bank, preparing quarterly summaries, annual balance sheets, and profit and loss accounts, presenting the annual activity report to the General Assembly, adjusting the general availability and provisions according to the legislation on banks;
• f - Determining the maximum limits for current account debt and mortgage loans and other credit transactions to be opened ex officio based on collateral or guarantee at the General Directorates;
• g - Determining the form and conditions of all matters constituting the purpose of the Bank's establishment;
• h - Deciding on the appointment, promotion, and dismissal of Bank officials with signing authority, advisors, inspectors, and controllers, upon the proposal of the General Directorate, and determining their salaries, positions, and annual expenses;
• i - Deciding on the opening of Regional Directorates, Branches, and Agencies, the establishment of correspondents, and determining their authorities and the capital to be allocated to branches in accordance with the legislation on banks;
• j - Deciding on real estate to be purchased, sold, or leased on behalf of the Bank;
• k - Keeping the books required by the Turkish Commercial Code, tax laws, and the legislation on banks and other necessary books for the Bank, having them approved if necessary, preparing documents and keeping them within the required period, also preparing quarterly account summaries and submitting them to the relevant official authorities;
• l - Ensuring account reconciliation after each accounting period, preparing the balance sheet and profit and loss statement, preparing a proposal for the distribution of profit, preparing a report for the auditors' examination along with a certified copy of the balance sheet and profit and loss statement for the shareholders' review 15 days before the meeting, submitting it to the approval of the General Assembly, submitting it to the relevant official authorities, and publishing it;

Authorized Member

Article: 20 - The Board of Directors may delegate some or all of its powers to manage the company's affairs and implement its decisions to one or more of its members. This person or persons are called "Authorized Members." The duties, powers, remuneration, and other rights to be granted to the authorized member or members, and the relationships among them if there are more than one, shall be determined by the Board of Directors.

Credit Committee Duties and Powers

Article: 21 - The Board of Directors may delegate a portion of its authority to open credits to a Credit Committee or to the General Directorate, in accordance with the principles and procedures determined by the Banking Regulation and Supervision Agency within the framework of the Banking Law.

General Manager and Assistant General Managers

Article: 22 - The Board of Directors appoints a General Manager from among its members or from outside, in accordance with the procedures and principles specified in the Banking Law and possessing the qualifications and conditions set forth in the Banking Law. The Board of Directors may terminate the General Manager's employment at any time. The terms of the General Manager's employment contract, salary, and other rights, duties, and powers are determined by the Board of Directors within the framework of relevant laws and regulations. The appointment of the General Manager for a period exceeding the term of office of the Board of Directors and the contractualization of the service are possible. The appointment and termination of the General Manager's duties are registered and announced by the Board of Directors.

The General Manager is a natural member of the Board of Directors. The General Manager participates in Board of Directors meetings and deliberations with equal authority and voting rights as other Board members.

The Board of Directors may appoint a sufficient number of Assistant General Managers who possess the qualifications and conditions specified in the Banking Law and in accordance with the procedures and principles set forth in the Banking Law. The Board of Directors may terminate the duties of Assistant General Managers at any time.

Division of Duties of the Board of Directors

Article: 23 - The Board of Directors, at its first meeting following the Ordinary General Assembly meeting each year, elects a chairman and a vice-chairman from among its members and divides the duties. The Board of Directors may also elect a sufficient number of authorized members as it deems necessary.

Compensation for Board of Directors Members

Article: 24 - The Chairman and members of the Board of Directors receive a monthly or annual salary determined by the General Assembly or a specified allowance (attendance fee) for each meeting.

Auditors, Selection of Auditors, Qualifications, and Term

Article: 25 - The selection of auditors is made by the General Assembly upon the proposal of the Board of Directors, in accordance with the relevant provisions of the Banking Law and the Turkish Commercial Code, by an Independent Audit Firm qualified to perform the audit function at the Bank.

The term of office of the Independent Audit Firm selected as the auditor is determined by contract in accordance with the minimum and maximum periods stipulated in the relevant legislation.

The General Assembly may appoint special auditors specified in the Turkish Commercial Code when necessary.

Responsibilities of Auditors

Article: 26 - The Independent Audit Firm and special auditor selected by the General Assembly perform their audit duties in accordance with the form and scope determined in the relevant legislation of the Banking Law and the Turkish Commercial Code.

Remuneration of Auditors

Article: 27 - The annual fee to be paid to the Independent Audit Firm selected as the auditor by the General Assembly is determined by the Board of Directors in accordance with the contract.

When a special auditor is appointed by the General Assembly, their fee is determined by the General Assembly.

Ordinary and Extraordinary General Assemblies

Article: 28 - The shareholders of the Bank shall convene at least once a year in a General Assembly. The General Assembly convened in compliance with the provisions of the law and the Articles of Association represents all shareholders. The decisions of the General Assembly shall apply to shareholders who are not present at the meeting or who vote against the decision.

The General Assembly convenes as ordinary and extraordinary. The ordinary General Assembly shall meet within three months from the end of the fiscal year and at least once a year. At this meeting, the matters to be discussed in accordance with Article 413 of the Turkish Commercial Code, the Bank's annual activities and accounts are reviewed and decided upon.

The extraordinary General Assembly shall convene when necessary for the Bank's affairs.

The preparation of the General Assembly meetings in accordance with the law and regulations is the responsibility of the Board of Directors.

Meeting Place

Article: 29 - The General Assembly shall meet at the Bank's headquarters or at a suitable location in the city where the headquarters are located.

Presence of Ministry Representative at Meetings

Article: 30 - Ordinary and extraordinary General Assembly meetings must be notified in writing to the Ministry of Industry and Trade and other relevant authorities specified in the Banking Law and related legislation, along with the agenda, reports, and balance sheet samples, two weeks before the meeting date. The presence of a Ministry representative is mandatory at General Assembly meetings.

Meeting Quorum

Article: 31 - General Assemblies shall convene with the presence of shareholders representing at least one-fourth of the Bank's capital, unless otherwise stipulated in the Turkish Commercial Code. If this quorum is not met at the first meeting, a second meeting shall be called. At the second meeting, shareholders present shall have the authority to deliberate and decide, regardless of the amount of capital they represent.

Voting Rights

Article: 32 - Shareholders have the right to vote at General Assemblies according to the number of shares they own.

Proxy Appointment

Article: 33 - Shareholders may attend General Assembly meetings in person or be represented by a proxy they select from among the shareholders or from outside. However, shareholders who own 1% or more of the Bank's basic capital, the Chairman and members of the Board of Directors, Auditors, and Bank officials with first-degree signing authority cannot vote as proxies.

Furthermore, persons other than those mentioned above can use a maximum number of votes as proxies that does not exceed 1% of the total number of votes.

Announcements

Article: 34 - Announcements related to the company are published in the Turkish Trade Registry Gazette in accordance with the relevant provisions of the Turkish Commercial Code.

The agenda of the General Assembly meeting is prepared by the Board of Directors and announced at least 15 days before the meeting date.

The meeting date, place, and agenda are communicated to shareholders and relevant institutions in accordance with the provisions of the Banking legislation and the Turkish Commercial Code.

Voting Procedure

Article: 35 - Voting at General Assembly meetings is conducted openly by a show of hands. However, if requested by shareholders representing at least one-tenth of the shares represented at the meeting, a secret ballot must be used.

Amendment of Articles of Association

Article: 36 - The quorum and decision-making requirements for General Assemblies convened to amend the Articles of Association are subject to the provisions of the Turkish Commercial Code. The provisions of the Banking Law are reserved. Before the General Assembly is called to amend the Articles of Association, permission must be obtained from the Ministry of Industry and Trade and the Banking Regulation and Supervision Agency for the text to be amended.

Attendance List

Article: 37 - The Board of Directors of the Bank prepares a "shareholders list" before each General Assembly meeting, showing the names and surnames, residences, types of shares owned, the amounts represented in person and by proxy, and the number of votes to be cast by shareholders for whom they hold and represent shares. This list is signed by the Chairman of the Board of Directors.

After being signed by those attending the meeting, as well as by the Chairman of the General Assembly and the Ministry Representative, the list is displayed in a place where it can be examined before the first votes are cast, as the "attendance list."

Situation where Shares cannot be Transferred

Article: 38 - Bank shares cannot be transferred or endorsed to others within the seven days preceding the General Assembly Meeting. The provisions of the Banking Law are reserved.

Chairman and Secretaries

Article: 39 - The Board of Directors takes necessary measures to determine whether shareholders are authorized to attend meetings and deliberations and to exercise their voting rights. The Board of Directors also ensures that minutes are kept of decisions made and declarations made by shareholders during meetings and elections.

The General Assembly is chaired by the Chairman of the Board of Directors of the Bank, or in his absence or withdrawal, by the Vice Chairman or the oldest member of the Board of Directors. If they are also absent or withdraw, the General Assembly elects its chairman. The General Assembly also elects a secretary and a vote collector from among those present to form the bureau.

The duty of the chairman is to ensure that the discussions are conducted in accordance with the law and that the minutes are kept in accordance with the provisions of the law and the Articles of Association.

Validity of Decisions, Signing of Minutes, Registration, and Announcement

Article: 40 - For General Assembly decisions to be valid, minutes must be kept showing the decisions made, elections held, statements made by shareholders, and reasons for dissent by dissenting shareholders.

The minutes must be signed by the bureau, the representative of the Banking Regulation and Supervision Agency, the Ministry Representative, and the shareholders or proxies who cast their votes. However, the General Assembly may authorize the bureau to sign the minutes on behalf of the shareholders. The minutes are attached to a list showing the names of the shareholders or representatives present at the meeting and evidence that the meeting was properly convened. If the contents of these documents are explained in the minutes, it is not necessary to attach them separately.

The Board of Directors is responsible for immediately submitting a copy of these minutes to the Trade Registry Officer and for ensuring that the matters subject to registration and announcement are registered and announced.

Decision Quorum

Article: 41 - Decisions at General Assemblies are made by a majority vote of those present.

Documents to be Sent to Ministries and Relevant Units

Article: 42 - Two copies of the reports of the Board of Directors and the Auditors, the annual balance sheet and income statement, the minutes of the General Assembly, and the list showing the names and shares of shareholders shall be sent to the relevant units determined in the Banking Law and related legislation, and to the Ministry of Industry and Trade within one month from the last day of the General Assembly meeting or delivered to the representatives of these units present at the meeting.

The provisions regarding the quarterly reports on banks are reserved.

Approval

Article: 43 - The General Assembly resolution regarding the approval of the balance sheet includes the discharge of the members of the Board of Directors and the Auditors. However, if the balance sheet does not specify certain matters or contains certain erroneous information that prevents the true financial position of the Bank from being seen, the members of the Board of Directors and the Auditors cannot be discharged with the approval of the balance sheet.

Balance Sheet, Income Statement, and Account Summaries

Article: 44 - The balance sheet, income statements, and quarterly account summaries are prepared in accordance with the principles determined in the Banking Law and related legislation.

The Bank prepares its accounts and balance sheet in Turkish Lira without taking fractions into account.

The Bank is obliged to prepare quarterly account summaries as of the end of March, June, September, and December in accordance with the principles and sample specified in the Banking Law, and to send them to the Banking Regulation and Supervision Agency within the periods determined within the scope of the relevant legislation, signed by the General Manager and the general accounting manager or the responsible accountant, and approved by the auditors.

The Bank is also obliged to publish and send to the relevant authorities tables, reports, financial statements, and standard ratios prepared in accordance with the principles and rules determined by the Banking Regulation and Supervision Agency.

The Bank must submit to the Ministry of Industry and Trade, the Banking Regulation and Supervision Agency, and the Central Bank of the Republic of Turkey an approved copy of its balance sheet and income statement along with the reports of the Board of Directors and the Auditors within one month from the General Assembly meeting, and must announce them in the Official Gazette and a nationwide newspaper.

To close its balance sheet, the Bank must record all its transactions in accordance with the legislation regarding banks, account for them in a manner consistent with their true nature, and also ensure the reconciliation of its legal and auxiliary books and records, its branches, and its domestic and foreign correspondents.

Accounting Period

Article: 45 - The Bank's accounting period is the calendar year. The commercial profit of the Bank is determined as of these periods in accordance with the provisions of the Turkish Commercial Code, the legislation regarding banks, and other relevant legislation.

Determination and Distribution of Profit

Article: 46 - After deducting depreciation, provisions, salaries, bonuses, wages, payments to managers, officers, and employees, as well as all other expenses and taxes that need to be paid by the Bank, from the gross profit, the remaining amount constitutes the net profit and forms the basis for distribution.

• 1 - From the net profit;
  • a - 5% is allocated to the first legal reserve fund,
  • b - A certain amount, which constitutes 5% of the paid-in portion of the capital, is allocated to the shareholders as "First Dividend" from the remaining amount.
• 2 - After the allocations specified in paragraphs a and b are made from the net profit, the remaining amount can be allocated to voluntary reserve funds by the General Assembly, or from the remaining amount:
  • a - 10% is distributed to shareholders as the second dividend,
  • b - 5% is distributed equally to the members of the Board of Directors,
  • c - 10% can be distributed to the staff as a bonus,
  • d - The remaining amount can be allocated to reserve funds or distributed as dividends or in any other way, upon the proposal of the Board of Directors, specifying the payment times, and decided by the General Assembly. The provisions of Article 519/3 of the Turkish Commercial Code are reserved.

It is decided by the General Assembly upon the proposal of the Board of Directors, specifying the payment dates. The provisions of the 3rd paragraph of Article 519 of the Turkish Commercial Code are reserved.

Legal Reserve Funds

Article: 47 - The allocation of the first tranche of legal reserves continues until it reaches one-fifth of the paid-in capital. After the amount of the first tranche of legal reserves reaches the above-mentioned limit, the amounts allocated in accordance with Article 519/1 to 3 of the Turkish Commercial Code are added to the legal reserve fund. If the legal reserves allocated by the Bank decrease for any reason, they must be re-allocated until the legal amounts are reached. Dividends cannot be distributed to shareholders until the legal reserves and other amounts that must be allocated according to the law and the articles of association are allocated.

Legal Provisions

Article: 48 - The provisions of the Turkish Commercial Code and other legislation related to banking shall apply to matters not covered in the Bank's Articles of Association.