Minutes of the Ordinary General Assembly of Türkiye Halk Bank A.Ş. Held on April 19 th, am

Transcription

1 Minutes of the Ordinary General Assembly of Türkiye Halk Bank A.Ş. Held on April 19 th, am In order to discuss the issues on the agenda regarding the activities in the year 2006, the Ordinary General Assembly of our Bank was held in accordance with the Articles of Turkish Commercial Law on Thursday April 19 th, am; at Söğütözü Mahallesi 2.Cadde No:63 ANKARA; with the supervision of the Ministry Representative Süreyya ÖZKAN assigned by the letter dated and numbered of the Ministry of Industry and Commerce. As stipulated by Law, the invitation to the Assembly including the agenda was made through publication in Turkish Trade Registry Gazette dated April 04 th, 2007 and numbered 6780; on page 12 of the Hürriyet Newspaper dated April 04 th, 2007 and on page 21 of the Sabah Newspaper dated April 04 th, 2007 and in addition, notification to the registered shareholders, whose current addresses were known, by registered mail in due time. As it was understood by the Ministry representative upon her examination on the list of attendees that a total of ( out of shares corresponding to the Bank s paid-up capital of 1 billion 250 million YTL ) shares comprising of 481 shares in person and shares by proxy and portion of the capital were represented in the assembly and the minimum quorum stipulated both by the Law and the Articles of Association was met; 1-) In accordance with the first item on the agenda; the Ordinary General Assembly was initiated with the opening remarks of Hasan CEBECİ, the Chairman of the Board of Directors, followed by a minute of silence. Afterwards Hasan CEBECİ, the Chairman of the Board of Directors was assigned as the Chairman of the General Assembly, as proposed by the Privatization Administration- Mehmet KARA and Sibel ERGÜN as clerks and Ayşe SÖNMEZLER and Nurhan KÜÇÜKKAYALAR as vote counters by majority vote. The collective opposition note regarding counter-votes of the shareholders has ( Annex: 1 ) 1

2 2-) In accordance with the second item on the agenda, the proposal of the Privatization Administration on assigning the Committee with the duty to sign the minutes of the Ordinary General Assembly was adopted by majority vote. During the meeting there was a request about putting an extra item on the agenda by the collective signature of the shareholders. The proposal was annexed to the minutes, read and rejected by majority. ( Annex: 2 ) 3-) In accordance with the third item on the agenda, the proposal of the Privatization Administration on not reading (as it was notified to the shareholders in advance) the Activity Report of the Board of Directors regarding the activities and accounts in 2006, and on reading the Audit Board Report and the last three chapters of the Report prepared by the Independent Audit Agency was adopted by majority. Hasan CEBECİ, Chairman of the Assembly, made a speech about the agenda and the activities of the Bank. Furthermore, the General Manager of the Bank Hüseyin AYDIN had a speech on the activities of the Bank, privatization and conversion of the shares into TRY. Mehmet Faruk ÖZDİKER, Ali ARSLAN and Fazlı DAYIOĞLU, who voted either in person or succession, made remarks on determining the current value of the shares, redefining their shares and the legal arrangements to be made in this regard. Ali ARSLAN declared that he had some opposition regarding the dividend payout and conversion of the shares into TRY. After the discussions thereof, the Activity Report of the Board of Directors regarding the activities and accounts in 2006 and the Audit Board Report were discussed and the Audit Board Report and the last three chapters of the Report prepared by the Independent Audit Agency were presented to the General Assembly. 4-) In accordance with the fourth item on the agenda, the proposal of the Privatization Administration on reading, discussing and approving the balance 2

3 sheet, P&L and the dividend payout statement of 2006 was read out. The balance sheet, P&L and the dividend statement table were read. The Chairman of the Assembly made a detailed explanation on the dividend payout. During the discussions on this item, Mehmet Kemal DEMİR requested from the Privatization Administration to have a priority for share sales. Efkan ERKUL, mentioned that there was no point for him/her to be in the meeting and requested the Privatization Administration to vote. Murat UYANIK mentioned that they were not able to attend the meeting as they were late. The Chairman of the Assembly stated that the attendance of the shareholders could by no means be refused and all shareholders who have the necessary documents could attend the General Assembly and invited the mentioned person to the hall. Nermin BÜYÜKYILDIRIM and Nevzat KÖROĞLU mentioned that they received the notice late. Fatih Rüştü ALGÜL presented a written statement on his desire to make remarks on item 4,6, and 7 of the agenda and this note has Fatih Rüştü ALGÜL stated that the directors of the Bank did not help them with their shares, the shareholders should be provided with the current values of the shares and all shareholders should file a suit in this regard. Cengiz Özdiker mentioned that there was no stock register at the time of Vural Akışık. They also requested for a priority in share sales. They mentioned that there should be an arrangement that allows the small scale shareholders to have dividends. In summary, he made detailed explanations about the current values of the shares. The General Manager of the Bank, Hüseyin AYDIN, criticized the negative speech by Fatih Rüstü ALGÜL regarding the Minister of State and the Head of the Department. He informed the shareholders by making detailed explanations about the capital structure of the Bank. One of the shareholders, İhsan COŞKUN, explained how he bought the shares. He mentioned that he is from Gümüşhane. He stated that he helped the establishment of the branch in Gümüşhane by buying the shares and that the Bank had great contributions to Gümüşhane. He also added that he did not want the bank to be sold to the foreign investors. The opposition note of Haydar HAYALİ regarding dividend payout has been attached to the minutes. ( Annex : 3 ) The proposal has been adopted by majority and the Balance Sheet, P&L and Dividend Payout Statements for the year-end of 2006, regarding the activities and accounts in 2006, were approved. 3

4 5-) In accordance with the fifth item on the agenda, the proposal of the Privatization Administration on separate discharging of the members of the Board of Directors and Board of Audit according to Article 380 of the Turkish Commercial Law was read out and the Board of Directors and Board of Audit was discharged separately by majority vote. 6-) In accordance with the sixth item on the agenda, the proposal of the Privatization Administration on the approval of the sales of the Halk Bank registered shares which belong to the Privatization Administration in accordance with the resolution of the Privatization High Council dated and numbered 2007/8 and which correspond to a total nominal value of TRY-, comprising of shares with a nominal value of TRY plus shares with a nominal value of which constitute the 15% extra sales amount subject to IPO- and on the authorization of the Board of Directors about the IPO activities has been read out. This proposal has been adopted by majority vote and the authorization of the Board of Directors on the sales of the Halk Bank registered shares which belong to the Privatization Administration in accordance with the resolution of the Privatization High Council dated and numbered 2007/8 and which correspond to a nominal value of TRY- shares with a nominal value of TRY plus shares with a nominal value of which constitute the 15% extra sales amount subject to IPO- and authorization on the IPO activities have been approved. Ali ARSLAN took the floor so as to oppose to this item. He stated that he had an objection against sales and added that in case of sales it must be limited to the shareholders. 7-) In accordance with the seventh item on the agenda, the proposal of the Privatization Administration on providing information regarding the changes in the capital structure of the bank given in Article 6 and Provisional Article 2 of 4

5 the Articles of Association and regarding the conversion of the shares into TRY and on the discussion and approval of the changes on Articles 1, 3., 4., 5., 6., 7., 8., 10., 11., 12., 13.,15, 16., 18/2., 18/3., 18/4., 19/1., 20/3., 20/4., 23., 24., 25., 26., 27., 28., 29., 30., 31., and Provisional Article 2 of the Articles of Association that constitute some provisions, which allows the conversion of the shares representing the capital into TRY and the sales of the shares by an IPO, has been read out. Ali ARSLAN stated that he does not accept the change on the Articles of Association which stipulates organizing the general assembly in İstanbul. Information regarding the changes in the capital structure of the bank given in Article 6 and Provisional Article 2 of the Articles of Association and regarding the conversion of the shares into TRY was provided. The changes on Articles 1, 3., 4., 5., 6., 7., 8., 10., 11., 12., 13.,15, 16., 18/2., 18/3., 18/4., 19/1., 20/3., 20/4., 23., 24., 25., 26., 27., 28., 29., 30., 31., and Provisional Article 2 of the Articles of Association were adopted by majority vote in accordance with the proposal. 8-) In accordance with the eighth item on the agenda, the proposal of the Privatization Administration on the approval of the independent audit firm that is going to audit the account statements and information systems for the years 2007, 2008 and 2009 and on the authorization of the Board of Directors for selecting an independent audit firm during this process has been read out. The proposal has been adopted by majority and it was approved that DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.( DELOİTTE ) would audit the account statements and information systems for the years 2007, 2008 and 2009 and the Board of Directors is authorized for the selection of an independent audit firm during this process. 9-) In accordance with the ninth item on the agenda, the proposal of the Privatization Administration on deciding and approving the pay time for the Members of the Board of Directors and Board of Audit was read out. 5

6 So as to ensure the equality between the number of the monthly net wage payments of the members of the Board of Directors and Board of Audit, including the general manager, and the monthly wage payments of other personnel; it has been approved by majority that their January, April, July and October monthly net wages will be doubled. 10-) Wishes and Closing of the General Assembly Agenda One of the Shareholders, namely Faruk ÖZDİKER, mentioned that the shareholders have formed an association and they would be very glad to have a meeting venue allocated every three months. He also requested that the children of the shareholders to have a priority in recruitment. Mehmet Akif ÜLKER, on behalf of the Municipality of Bozkır, mentioned that they face some barriers while offering their proposals. He stated that the shareholders should also be taken into account during the meetings. Uğur YURDAER, on behalf of his mother Adalet YURDAER, said the Bank has not put any extra burdens on our shoulders. We have inherited a good deal of shares from my grandfather. I want to have the rights those shares bear. If I am given a chance I will be able to do many good things for the bank. Efkan ERKUL said we have nothing to do with you. We are trying to get the current value of the shares. If necessary, we will be suiting files and even apply to the Court of Human Rights. Erdal GÖKSAL said he condemns the management. He stated that the management and the personnel of the Bank are misled about the shares. He said we have opened our own way. They told that the law suits are generally lost, but there is nothing proving that. He stated that he met very important lawyers and he also talked about what he can get with those shares. He stated that the Bank belongs to the Shareholders. The Chairman of the Assembly warned Erdal GÖKSAL. He said he had all necessary documents and that they would discuss this. Nihat ERAN said no matter what we say the result is the same. The credit from Europe regarding 2 Credits was not distributed, the Bank has the credits, the Bank did not extend those loans and did not help with those loans. NPL 6

7 Orhan FİDANOĞLU mentioned that the Privatization Administration was very generous about the attendance fee of the members of the Board of Directors and Board of Audit and requested for the same generosity in their own case. Fehmi GENÇ, stated that there is a need for cooperation and solidarity in true sense of the word. He said Mustafa Kemal has set some targets for us and helped the establishment of Halk Bank so as to enable the merchants and craftsman to develop. It has been very hard to reach here. He also commemorated the previous General Manager of the Bank, Nusret UZGÖREN. The Chairman of the Assembly closed the general assembly by wishing success for The written and signed petitions of the Shareholders regarding their oppositions about the general assembly have been annotated. Ankara, April 19 th, 2007 Süreyya ÖZKAN Ministry Representative Hasan CEBECİ Chairman of the Assembly Sibel ERGÜN Clerk Mehmet KARA Clerk Nurhan KÜÇÜKKAYALAR Vote Counter Ayşe SÖNMEZLER Vote Counter 7