INFORMATIVE DOCUMENT CONCERNING THE 22 NOVEMBER 2014 EXTRAORDINARY GENERAL ASSEMBLY MEETING OF ASYA KATILIM BANKASI A.S.

Transcription

1 INFORMATIVE DOCUMENT CONCERNING THE 22 NOVEMBER 2014 EXTRAORDINARY GENERAL ASSEMBLY MEETING OF ASYA KATILIM BANKASI A.S. 1) Invitation to the Extraordinary General Shareholders Meeting dated November 22, 2014 Extraordinary General Meeting of the Shareholders of our bank shall be held in Saray Mahallesi Dr. Adnan Buyukdeniz Cad. No: 10 Umraniye / ISTANBUL on November 22, 2014 on Saturday at 11:00 A.M. Our shareholders can participate into this Extraordinary Meeting of General Assembly personally or through their representatives as well as they can participate into this meeting electronically by themselves personally or through their representatives. Shareholders or their representatives, who would like to participate into the meeting electronically, should have electronic signature certificate and should register their contact details by recording into e-mkk (Electronic Central Registry Agency) Information Portal. Shareholders or their representatives, who are not recorded into e-mkk Information Portal and do not have secure electronic signatures, shall not be possible to participate into the general assembly electronically. Shareholders or their representatives, who would like to participate into the meeting electronically, should fulfill their obligations in accordance with provisions of Regulation about General Assemblies to be Held Electronically in the Joint Stock Companies as published in 28 August 2012 and numbered Official Gazette and Communiqué About Electronic General Assembly System to be Applied in the General Assemblies of Joint Stock Companies as published in 29 August 2012 dated and numbered Official Gazette. In order that shareholders, who can not participate into the meeting personally, can participate into the meeting through the attorney, they should issue their powers of attorney in compliance with the specimen in the annex of this invitation or should provide specimen of power of attorney from the internet site: and should fulfill the matters stipulated in the Capital Market Board s Communiqué on Voting By Proxy and Collection of Proxy Through Call No. II-30.1 as published in dated and numbered Official Gazette accordingly and also, should submit these powers of attorney to be certified by the public notary or notarized signature declaration/letter of authorized signatures by adding them into the form of power of attorney bearing their own signatures before the meeting or appoint attorney electronically in accordance with EGKS (Electronic General Assembly System). Shareholders, who notify to participate into the meeting electronically, shall not be possible to participate into the same physically. Open voting method shall be used by show of hands provided that electronic voting provisions about voting the agenda articles are reserved in the Extraordinary meeting of General Assembly. Notice shall not be given through registered letter to the Shareholders additionally for registered and publicly-traded shares in accordance with Capital Market Code. Information which should be notified to the public together with the announcement of General Assembly shall be made available for inspection of our Shareholders within Information Document constituted in accordance with related legislation, General Directorate of our Bank, its Branches, Bank's Corporate Internet Site at and Electronic General Assembly System of Central Registry Agency. It is kindly submitted for information of Messrs. Shareholders. Important Note: It is kindly requested you to attend in the meeting place one hour before meeting hour for constituting the list of attendants and identity card control transactions. This invitation was published at Zaman and Bugün newspapers in 27 October ASYA KATILIM BANKASI A.Ş. BOARD FO DIRECTORS

2 2) Our disclosures under CMB (Capital Markets Board of Turkey) regulations Additional disclosures to be made pursuant to the Corporate Governance Notification to your information, is presented in this section Shareholder Structure and Voting Rights Bank s current paid-up capital, which is TL TL consists of Type A registered shares TL and Type B registered shares TL. Type A registered shares are not publicly traded. Type B registered shares can be publicly traded. As of , the ratio of total shares to publicly traded shares is 54,05%. Type A Shares has the right to nominate candidates for the Board of Directors only in the General Assembly. As of , Bank Asya has multi partnered shareholder Structure (which provided detailed information of the top 10 largest partner), shareholder structure and voting rights are as follows. ASYA KATILIM BANKASI AS., AS OF " " TOP 10 SHAREHOLDERS SHAREHOLDER STRUCTURE VOTING RIGHTS No Name - Sur name/ Title Share Amount Capital Ratio Voting Rights Voting Rights TL % TL % 1 ORTADOĞU TEKSTİL TİC. SAN. A.Ş , ,89 2 FORUM İNŞAAT DEKORASYON TURİZM SAN. VE TİC. A.Ş , ,85 3 OSMAN CAN PEHLİVAN , ,11 4 SÜRAT BASIM YAYIN REKLAMCILIK VE EĞİTİM ARAÇLARI SAN. TİC. A.Ş , ,70 5 BJ TEKSTİL TİCARET VE SANAYİ A.Ş , ,26 6 ABDULKADİR KONUKOĞLU , ,23 7 DOYGUN GIDA SAN. VE TİC. DAĞITIM A.Ş , ,98 8 SERRA TURİZM LTD. ŞTİ , ,67 9 HASAN SAYIN , ,57 10 NEGİŞ GİYİM İMALAT VE İHRACAT A.Ş , ,46 DİĞER , ,24 HALKA AÇIK KISIM , ,05 Total , , Information regarding the Shareholder s claims for adding additional items on the agenda There has been no written request regarding additional items to be placed on the agenda by shareholders.

3 AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ASYA KATILIM BANKASI A.Ş. 1. Opening, homage, and Election of the Chair, 2. Capital increase of our Bank and changes of the Article 8 Capital in the corporate constitution will be discussed and settled, 3. Negotiating and resolving the matters about " Reflecting the part of allocated provisions accrued to Participations Accounts into the Expense Accounts provided that Provisions of Turkish Commercial Code are reserved" pursuant to Article 14/2 of the Regulation on the Procedures and Principles Concerning determining the qualifications of Credits and Other Receivables by the Banks and Provisions to be allocated for these, 4. Recommendations, DESCRIPTION FOR THE EXTRAORDINARY GENERAL MEETING AGENDA ITEMS 1. Opening, homage, and Election of the Chair, Description: The Chairman to direct the General Assembly will be elected within the framework of the Turkish Commercial Code (TCC) and the relevant legislative provisions. Note: According to Internal Directive adopted by the General Assembly meeting held on March 30, 2013, the signing authority of the Meeting Minutes that is given to the Chairman, this issue additionally will not be put to a vote. Chairman of the meeting; Clerk, Vote Collector and other officers as it deems necessary will identify itself. 2. Capital increase of our Bank and changes of the Article 8 Capital in the corporate constitution will be discussed and settled, Description: Within the decision of the Board of Directors decision dated and No.2917, TL existing capital will be increased to TL by raising TL in cash. In this context, amendment of Article 8 (Appendix/1) in the Articles of Association will be discussed and settled, Note: The permissions were obtained from the BRSA (Banking Regulation and Supervision Agency) and CMB (Capital Markets Board of Turkey) for the capital increase and changes in the Articles of Association and applied to the CTM (Customs and Trade Ministry) on for necessary permission. 3. Negotiating and resolving the matters about " Reflecting the part of allocated provisions accrued to Participations Accounts into the Expense Accounts provided that Provisions of Turkish Commercial Code are reserved" pursuant to Article 14/2 of the Regulation on the Procedures and Principles Concerning determining the qualifications of Credits and Other Receivables by the Banks and Provisions to be allocated for these, Description: Negotiating and resolving the matters about " Reflecting the part of allocated provisions accrued to Participations Accounts into the Expense Accounts provided that Provisions of Turkish Commercial Code are reserved" pursuant to Article 14/2 of the Regulation on the Procedures and Principles Concerning determining the qualifications of Credits and Other Receivables by the Banks and Provisions to be allocated for these, 4. Recommendations, Attachments: 1) Amendment Draft of the Articles of Association 2) Form of Proxy

4 AMENDMENT DRAFT OF THE ARTICLES OF ASSOCIATION OLD VERSION CAPITAL ARTICLE 8: Capital of the company is ,-TL (Nine hundred million Turkish Liras) as divided into pieces of registered shares of which each has 1,-TL (one Turkish Lira). Whole capital was paid as free from collusion ,-TL (Three hundred sixty million Turkish Liras) of capital of the company is composed of Group (A) shares, ,-TL (Five hundred forty million Turkish Liras) is composed of Group (B) shares. NEW VERSION CAPITAL ARTICLE 8: Capital of the company is ,-TL (One milliard one hundred twenty five million Turkish Liras) as divided into pieces of registered shares of which each has 1,-TL (one Turkish Lira). Whole capital was paid as free from collusion ,-TL (Four hundred fifty million Turkish Liras) of capital of the company is composed of Group (A) shares, ,-TL (Six hundred seventy five million Turkish Liras) is composed of Group (B) shares ,-TL (Nine hundred million Turkish Liras) of capital of the company represents the previous capital and pieces of shares were composed of Group (A) and pieces of shares were composed of Group (B) shares and paid up completely. Whole of the capital amounting to TL (Two hundred twenty five million Turkish Liras) which was increased at this time was covered in cash. The capital amounting to TL (Two hundred twenty five million Turkish Liras) which was increased at this time was issued as pieces of Group (A) registered shares and pieces of Group (B) registered shares.

5 POWER OF ATTORNEY ASYA KATILIM BANKASI A.S. I hereby appoint who was identified in a detailed manner in the following, as attorney in order to be authorized to represent me, to vote, to make proposal and to sign necessary documents in accordance with my below mentioned opinions in the Extraordinary General Assembly meeting of ASYA KATILIM BANKASI A.S. to be held in Saray Mahallesi Dr. Adnan Buyukdeniz Cad. No: 10 Umraniye / ISTANBUL on November 22, 2014 at 11:00 A.M. Attorney's (*); Name Surname/Commercial Title : Turkish Identity No/Tax No : Trade Registry Number and MERSIS number : (*) If any, equivalents of the aforementioned information are obliged to be submitted for the foreign attorneys. A) SCOPE OF REPRESENTATION AUTHORITY Scope of the representation authority should be determined by selecting one of (a), (b) or (c) paragraphs for below stated sections numbered 1 and About the Matters on the Agenda of General Assembly; a) Attorney is authorized to vote in accordance with his/her own opinion. b) Attorney is authorized to vote in accordance with proposals of partnership management. c) Attorney is authorized to vote in accordance with instructions stated in the following table. Instructions: In the event that the paragraph (c) is selected by the shareholder, instructions in the private of the agenda article are given by marking one of the options given against the related General Assembly Agenda article (yes or no) or by stating the dissenting opinion requested to be written into the General Assembly Minute if any in case no option is selected. Article Agenda Articles (*) Yes No Dissenting Opinion 1 Opening and formation of Meeting Presidency, 2 Increasing capital of our Bank and negotiating amendment of Article 8 titled "Capital" in the Articles of Association of our Bank, resolving about the same, 3 Negotiating and resolving the matters about " Reflecting the part of allocated provisions accrued to Participations Accounts into the Expense Accounts provided that Provisions of Turkish Commercial Code are reserved" pursuant to Article 14/2 of the Regulation on the Procedures and Principles Concerning determining the qualifications of Credits and Other Receivables by the Banks and Provisions to be allocated for these, 4 Closure (*) Matters in the agenda of General Assembly are listed one by one. If the minority has a separate decision draft, it is also stated additionally in order for voting by proxy. 2. Special instruction concerning other subjects which may arise in the General Assembly meeting and especially using the minority rights: a) Attorney is authorized to vote in accordance with his/her own opinion. b) Attorney is not authorized to represent about these subjects. c) Attorney is authorized to vote in accordance with special instructions. SPECIAL INSTRUCTIONS: If any, special instructions to be given to the attorney by the shareholder are stated herein. B) Shareholder states the shares which he requests to be represented by the attorney by selecting one of the following options. 1. I hereby certify that my below detailed shares are represented by the attorney. a) Order and series (*): b) Number/Group (**): c) Piece-Nominal value: ç) Whether there is any privilege on the vote or not: d) Whether it is bearer-registered (*): e) Rate to total shares/voting rights owned by the shareholder: (* ) These information are not requested for the shares followed by record. (**) If any, information about group shall be stated instead of number for the shares followed by record. 2. I hereby certify that all my shares stated on the list concerning shareholders who can participate into the general Assembly as prepared by MKK one day before the General Assembly date are represented by the attorney. Shareholder's Name Surname/Commercial Title (*): Turkish Identity No/Tax No : Trade Registry Number and MERSIS number : Address : (*) If any, equivalents of the aforementioned information are obliged to be submitted for the foreign attorneys. SIGNATURE