Yapı Kredi Annual Shareholders’ Meeting 2012
During the meeting of the Board of Directors of Yapı ve Kredi Bankası A.Ş. held on 28 February 2013, it was resolved that the Annual Shareholders' Meeting of Yapı ve Kredi Bankası A.Ş. is called to consider and resolve on the following agenda, the meeting to be held at Yapı Kredi Plaza, D Blok Conference room located in Levent-İstanbul on Friday 29th of March 2013 at 14:00 hrs.
- Opening and the constitution of the Council for the Meeting,
- Presentation of the Annual Activity Report of the Board of Directors, Report of the Statutory Auditors and Summary of Report of External Auditors related to the activities of the year 2012 and consideration and approval of the Annual Activity Report and Financial Statements for the year 2012,
- Approval of Board members elected by the Board of Directors according to Article 363 of the Turkish Commercial Code to fill in the vacancies,
- Clearing of members of the Board of Directors and the Statutory Auditors of liability related to activities of the Bank during the year 2012,
- Approval of transactions regarding liquidation by sale of some Bank receivables that are being followed up on nonperforming loans accounts and to clear Board members regarding these transactions,
- Provided that the necessary approval is obtained from Banking Regulation and Supervision Agency, Capital Markets Board and Turkish Ministry of Customs and Commerce; approval, approval with amendments or rejection of the proposal of the Board of Directors related to amending all articles of the Articles of Association of the Bank for compliance with Turkish Commercial Code No. 6102, Banking Law No. 5411, Capital Markets Law No. 6362 and other relevant regulations and in line with other needs of the Bank,
- Determining the number and the term of office of the Board members, electing members of the Board of Directors and independent members of the Board of Directors,
- Submitting according to the regulations of the Capital Markets Board the Remuneration Policy for the Members of Board of Directors and Senior Managers, and the payments made within the scope of the Policy to the shareholders’ knowledge and approval of the same,
- Determining the gross attendance fees for the Members of the Board of Directors,
- Approval, approval with amendments or rejection of the proposal of the Board of Directors regarding the Profit Distribution for the year 2012,
- Submitting according to the regulations of the Capital Markets Board the Profit Distribution Policy of the Bank for 2013 and Beyond to the shareholders’ knowledge,
- Submitting according to the Regulations of the Capital Markets Board the Disclosure Policy of the Bank to the shareholders’ knowledge,
- Approval of the Independent Audit Institution selected by the Board of Directors for auditing the 2013 financial statements in line with the requirement of the Regulation issued by the Banking Regulation and Supervision Agency and the Turkish Commercial Code,
- Approval or rejection of the General Assembly Internal Directive proposal of the Board of Directors, which contains rules on operation principles and procedures of the General Assembly,
- Submitting, according to the regulations of the Capital Markets Board, the donations and charities made by the Bank in 2012 to foundations and associations with the aim of social relief to the shareholders’ knowledge and determining a ceiling amount for the donations to be made in 2013 in line with the Banking Legislation and Capital Markets Board regulations,
- Granting permission to the shareholders holding the management control, the members of the Board of Directors who are shareholders, the senior managers and their spouses and blood relatives and relatives by virtue of marriage up to third degree in accordance with Articles 395 and 396 of the Turkish Commercial Code and the regulations of the Capital Markets Board, to carry out such transactions that may lead to conflict of interest, and to compete, with the Company and its subsidiaries, to carry out transactions with the Company on their own behalf or on behalf of others, to engage in such businesses that fall within the scope of activities of the Company in person or on behalf of others, and to become, in the capacity of partner with unlimited liability, a partner of the Companies that engage in same kind of businesses, and to carry out other transactions, and submitting the transactions carried out in this context during the year 2012 to the shareholders’ knowledge in line with the Corporate Governance Principles,
- Wishes and comments.
Yapı Kredi / 07 Mar 2013