As resolved during the meeting of the Board of Directors of Yapı ve Kredi Bankası A.Ş. (YKB) held on 13 September 2007, following the receipt of approvals from the Banking Regulation and Supervision Authority (BRSA) and the Capital Markets Board (CMB), in order for YKB to acquire the shares owned by Koç Finansal Hizmetler A.Ş. (Koç Financial Services) in Yapı Kredi Faktoring A.Ş. (factoring subsidiary), Yapı Kredi Finansal Kiralama A.O. (leasing subsidiary) and Yapı Kredi Bank Azerbaijan Joint Stock Company by share exchange procedure, the Extraordinary Shareholders’ Meeting of Yapı Kredi was held on Sunday, 30 September 2007 at Yapı Kredi Plaza, D Blok located in Levent-İstanbul at 11:00 hrs. The following agenda items were discussed and approved:
1. Opening and election of the Council for the Meeting and authorization of the Council for the Meeting to sign the minutes of the General Assembly;
2. The share exchange financials of Yapı Kredi Faktoring A.Ş., Yapı Kredi Finansal Kiralama A.O. and Yapı Kredi Bank Azerbaycan Joint Stock Company, dated 31 March 2007, which have been independently audited and prepared in accordance with the BRSA Regulation Regarding Mergers, Acquisitions, Spin-offs and Share Exchanges of Banks were reviewed, discussed and approved.
3. The Share Exchange Agreement signed with Koç Finansal Hizmetler A.Ş. on 7 September 2007 and approved by the Banking Regulation and Supervision Authority and the Capital Markets, allowing the transfer of 59.47% of the capital of Yapı Kredi Faktoring A.Ş. with a nominal value of 9,992,000 YTL, 73.10% of the capital of Yapı Kredi Finansal Kiralama A.O. with a nominal value of 285,048,428 YTL and 99.80% of the capital of Yapı Kredi Bank Azerbaycan Joint Stock Company with a nominal value of 6,336,200 AZN (Azerbaijani Manats) from Koç Financial Services to Yapı Kredi through share exchange procedure was reviewed, discussed and approved.
4. The draft amendment of Article 8 on “Share Capital” of the Articles of Association of the Company and the increase in capital by 277,601,284.00 YTL from 3,149,450,000.00 YTL to 3,427,051,284.00 YTL in the framework of The Share Exchange Agreement was reviewed, discussed and approved.
5. Suggestions and wishes.
İstanbul, 30 September 2007.
Enquiries:
Yapı Kredi Investor Relations
Tel: (90) (212) 339 7647
Email: yapikredi_investorrelations@yapikredi.com.tr
Yapı Kredi / 30 Sep 2007