AKBANK T.A.Ş. INFORMATION DOCUMENT ON THE ORDINARY GENERAL MEETING OF THE YEAR 2013 DATED MARCH 27, 2014 The Shareholders Ordinary General Meeting of 2013 of our bank shall be held on March 27, 2014, Thursday, at 13:30, at the address of Sabancı Center 4. Levent, Istanbul, at the Head Office to discuss the issues in the agenda mentioned below. Our shareholders who have the right to participate in the Ordinary General meeting may attend the Ordinary General meeting to be held at the above mentioned address personally, by proxy or by proxy in electronic environment over Electronic General Meeting System ( EGMS ) provided by Central Registry Agency ( CRA ), by using their safe electronic signatures, if they wish. The shareholders may authorize their representatives by using EGMS or have their representatives represent themselves at the Ordinary General meeting by filling up the proxy form which might be found at our Head Office or at our web site at www.akbank.com and notarize their signature, or by attaching the notarized signatory circular to the proxy form bearing their signatures, within the framework of the provisions of the Communiqué II-30.1 of the Capital Market Board. Those who shall attend the Ordinary General meeting physically may attend by submitting; Their identity cards if they are real persons, Identity cards along with their certificates of representation of those who are authorized to represent and bind the legal entity, if they are legal entity shareholders, Identity cards and their certificates of representation of the representatives of real persons and legal entities, Identity cards if they re representatives authorized through EGMS, And by signing the attendance list. Our shareholders who shall attend the Ordinary General meeting in electronic environment over EGMS may obtain information on procedures and principles about attendance, assigning proxy, making suggestions, expressing opinions and voting from www.mkk.com.tr link which is the website of CRA. The annual report including Financial Statements of 2013 and the Auditor s reports of our Bank shall be ready for our Shareholders review at the website of the CRA, on EGMS page, on our Bank s internet address; www.akbank.com link, on Investor Relations page, at the Financial Coordination and International Reporting Department in Istanbul, as well as at Ankara Commercial, Adana Commercial and İzmir Commercial branches, at least twenty-one days before the meeting date. In addition, the annual report will be available on Public Disclosure Platform as well.
ADDITIONAL EXPLANATIONS AS PER CMB REGULATIONS The notifications and explanations required by the Communiqué on Principles for Corporate Governance No: II-17.1 of the Capital Market Board regarding the agenda items are specified under the related agenda item. Other general explanations are also presented in this document for the attention of shareholders. 1. Ownership Structure and Voting Rights (as of 05.03.2014) Corporate Title/Name/Surname of the Shareholder Share in the Capital (TL) Share in the Capital (%) Hacı Ömer Sabancı Holding A.Ş. 1,630,020,902.84 40.75 Citibank Overseas Investment Corp. 395,999,979.99 9.90 Other 1,973,979,117.17 49.35 TOTAL 4,000,000,000.00 100.00 There are no privileged shares. 2. Information on Changes occurred in the Bank or in its major Equity Participations and Subsidiaries or planned for the future period which might materially affect our activities In 2013, there has been no change in our Bank or in its major equity participations and subsidiaries which could materially affect our activities. There are no planned changes for the following periods which may materially affect our activities. 3. Information on Claims of the Shareholders, CMB and Other Public Authorities on Adding an Item to the Agenda There is no claim conveyed by the Shareholders, CMB and other public authorities on adding an item to the Agenda. EXPLANATIONS ON AGENDA ITEMS OF THE ORDINARY GENERAL MEETING OF AKBANK T.A.Ş DATED MARCH 27, 2014 1. Appointment of the Presidential Board The Chairman and the Presidential Board shall be constituted to conduct the Ordinary General Meeting within the framework of Turkish Commercial Code No: 6102, provisions of the Articles of Association, Procedures and Principles of Ordinary General Meetings of Incorporated Companies and Provisions of the Regulations on Representatives of the Ministry of Customs and Trade who shall Attend these Meetings ( Regulation ) 2. Communication and discussion of the Report of the Board of Directors The report of the Board of Directors which has been submitted for the review of our shareholders at the website of the CRA, on EGMS page, on our Bank s internet address www.akbank.com link on Investor Relations page, at the Financial Coordination and International Reporting Department in Istanbul, as well as at Ankara Commercial, Adana Commercial and İzmir Commercial branches within the scope of the provisions of Turkish Commercial Code and
Regulations shall be read at the Ordinary General Meeting and submitted to the review of our shareholders. The aforementioned report which is an integral part of the Annual Report which itself includes the Corporate Governance Principles Compliance Report and other documents are also submitted to our website and to the Public Disclosure Platform for the review of our shareholders. 3. Communication and discussion of the Independent Auditors Report The Independent Auditors Report which has been submitted for the review of our shareholders at the website of the CRA, on EGMS page, on the Public Disclosure Platform, on our Bank s internet address; www.akbank.com link, on Investor Relations page at the Financial Coordination and International Reporting Department in Istanbul, as well as at Ankara Commercial, Adana Commercial and İzmir Commercial branches within the scope of the provisions of Turkish Commercial Code and Regulations shall be read at the Ordinary General Meeting and submitted to the review of our shareholders. The aforementioned report which is an integral part of the Annual Report which itself includes the Corporate Governance Principles Compliance Report and other documents are also submitted to our website and to the Public Disclosure Platform for the review of our shareholders. 4. Communication, discussion and ratification of the Financial Statements of 2013 The Financial Statements of 2013 which has been submitted for the review of our shareholders at the website of the CRA, on EGMS page, on the Public Disclosure Platform, on our Bank s internet address of www.akbank.com; link on Investor Relations at the Financial Coordination and International Reporting Department in Istanbul, and at Ankara Commercial, Adana Commercial and İzmir Commercial branches within the scope of the provisions of Turkish Commercial Code and Regulations, shall be read at the Ordinary General Meeting and submitted to the review and approval of our shareholders. The aforementioned report which is an integral part of the Annual Report which itself includes the Corporate Governance Principles Compliance Report and other documents are also submitted to our website and to the Public Disclosure Platform for the review of our shareholders. 5. Discharge of liability of the members of the Board of Directors The Discharge of liability of every member of the Board of Directors separately for 2013 regarding their operations, transactions and accounts will be presented to the approval of the Ordinary General Meeting. 6. Decision on the appropriation of 2013 net profit According to our financial statements which are audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A member firm of Ernst & Young Global Limited) the Net Period Profit for the accounting period 01.01.2013-31.12.2013 is TL 2,942,042,108.97. The profit distribution proposal of the Board of Directors to the General Meeting is shown in Annex 1. 7. Approval of the member elected to the Board of Directors for the remaining period The appointment of Cem Mengi to the Board of Directors on February 10, 2014 to replace Mehmet Hikmet Bayar who resigned during the year shall be submitted to the approval of the General Assembly. 8. Appointment of the Members of the Board of Directors whose terms have expired Appointment will be done for the Members of the Board of Directors whose terms have expired.
Regarding the independent Member of the Board of Directors, according to Item b, Clause 3 and Article 6 of the Communiqué on Corporate Governance No: II-17.1 principle clauses 4.3.6, 4.3.7 and 4.3.8. of Corporate Governance Principles of the Capital Markets Board shall be applied. Within this scope, the Independent Member Candidate of the Board of Directors of the Bank is Aziz Aykut Demiray and his Curriculum Vitae is shown in Annex 2. 9. Determination of the compensation of the Members of the Board of Directors A monthly gross salary of 5.000 TL is paid to the current Board of Directors Members. The salary to be paid to the members to be elected in the new period will be determined at the Ordinary General Meeting. In addition, General Assembly is expected to make a decision regarding the payments to the Board Members who have taken a specific duty in the Bank. Furthermore, an annual dividend will be distributed to the Members of the Board of Directors pursuant to Article 82 of the Bank s Articles of Association. The Profit Distribution Chart is shown in Annex 1. 10. Appointment of the Independent Auditors The appointment of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A member firm of Ernst & Young Global Limited) in line with the decision of the Board of Directors held on March 6, 2014 which itself included the opinion of the Bank s Audit Committee regarding the subject matter shall be submitted to the approval of the General Assembly. 11. Amendment of the 24th, 82nd and removal of the 84th articles from the Articles of Association of the Bank All legal permissions have been obtained for the Articles of the Association Amendments. These amendments shall be submitted to the approval of the General Assembly. The aforementioned amendments are shown in Annex 3. 12. Empowerment of the Board of Directors in connection with matters falling within the scope of articles 395 and 396 of the Turkish Commercial Code Our members of the Board of Directors can carry out operations within the framework of the Article 395 of Turkish Commercial Code titled Prohibition on Operation with a Company, Borrowing to a Company and Article 396 of Turkish Commercial Code titled Prohibition of Competition with the approval of the General Assembly. The aforementioned permission will be submitted to the approval of the General Assembly in order to comply with the requirements of the regulation above. 13. Determining the limits of donation for 2014 In accordance with clause 5 of the article 19 of Capital Markets Law, donation limit of the Bank should be submitted for the approval of the General Assembly. According to the Banking Law, the banks can make donations up to maximum 0.4% of their shareholder s equity in a financial year. It is expected that a proposal which takes into account the provisions of Banking Law for the donation limit will be made at the General Assembly. The donations made by our Bank in the years 2011, 2012 and 2013 and their ratio to shareholder s equity are, respectively, TL 285.285 (0.0016%), TL 400.703 (0.0018%) and TL 376.693,76 (0.0018%).
14. Approval of the dividend policy of the Bank In accordance with clause 1 of the article 19 of Capital Markets Law, the dividend policy of the Bank should be submitted for the approval of the General Assembly. The Dividend policy of the Bank is shown in Annex 4. 15. Information to shareholders regarding the donations in 2013 and the remuneration policy including for the members of the Board of Directors and senior executives a) Donations: In 2013, Donations made to foundations and associations amount to TL 376,693.76. This subject does not require the approval of the General Assembly and the purpose is informing the General Assembly. b) Remuneration Policy: The remuneration policy which has been updated according to the principle clause 4.6.2. of the Capital Markets Board Corporate Governance Principles to include the principles for the remuneration of the members of the Board of Directors and senior executives is shown in Annex 5.
Annex.1 AKBANK T.A.Ş. Profit Distribution Table for the Year 2013 (TL) 1. Paid/Issued Capital 4.000.000.000,00 2. Total Reserve Funds (According to Legal Records) 1.181.251.931,85 According to the Articles of the Association, if there is any privilege in the profit distribution, information related with the mentioned privilege - According to Legal Records (LR) 3. Profit for the Fiscal Period 3.853.606.708,11 4. Tax Payable ( - ) 911.564.599,14 5. Net Profit for the Fiscal Period ( = ) 2.942.042.108,97 6. Losses for the Previous Years ( - ) 0,00 7. First Scheme Legal Reserve ( - ) 0,00 8. NET DISTRIBUTABLE PROFIT FOR THE FISCAL PERIOD (=) 2.942.042.108,97 9. Donations made during the year ( + ) Net distributable period profit in which the donations are added to the primary 10. dividend Primary Dividend to the Shareholders 200.000.000,00 11. - Cash 200.000.000,00 - Free of charge 0,00 - Total 200.000.000,00 12. Dividend Distributed to the Privileged Shareholders 0,00 13. Dividend to Members of Board of Directors, workers, etc. 683.506,85 14. Dividend Distributed to Founders Shares 0,00 15. Secondary Dividend to the Shareholders 266.800.000,00 16. Second Scheme Legal Reserve Fund 26.748.350,69 17. Statutory Reserves 0,00 18. Private Fund Account (Affiliate and Real Estate Sales Profits) 2.731.950,66 19. EXCESS RESERVE 2.445.078.300,77 Other Sources Proposed to be Distributed 20. - Profit for the Previous Year - Extraordinary Reserves - Other Reserves Distributed According to the Law and Articles of Association -
AKBANK T.A.Ş. Profit Distribution Table for the Year 2013 (TL) INFORMATION ABOUT DIVIDEND PER SHARE GROUP TOTAL DIVIDEND AMOUNT (TL) DIVIDEND CORRESPONDING TO 1 TL NOMINAL VALUE SHARE AMOUNT PERCENTAGE (TL) (%) GROSS A B TOTAL 466.800.000,00 0,1167 11,6700 NET A B TOTAL 396.780.000,00 0,099195 9,9195 THE PERCENTAGE OF THE DISTRIBUTED PROFIT SHARE TO THE DONATIONS ADDED NET DISTRIBUTED PERIOD PROFIT THE AMOUNT OF PROFIT SHARE DISTRIBUTED TO SHAREHOLDERS (TL) THE PERCENTAGE OF DONATIONS ADDED NET DISTRIBUTED PROFIT SHARE TO THE PROFIT SHARE DISTRIBUTED TO SHAREHOLDERS (%) 466.800.000,00 15,86 (*) In cash dividend payments made to the fully accountable corporations, (15%) income tax deduction will not be made.
Annex.2 CURRICULUM VITAE OF THE BOARD OF DIRECTORS According to Item b, Clause 3 and Article 6 of the Communiqué on Corporate Governance, No: II- 17.1; the principles number 4.3.6, 4.3.7 and 4.3.8. of the Corporate Governance Principles of the Capital Markets Board shall be applied for the selection of an independent member to the Board of Directors. Within this scope, the Independent Member Candidate of the Board of Directors of the Bank is Aziz Aykut Demiray and his Curriculum Vitae is shown below. Aziz Aykut Demiray (Independent Board Member) Aykut Demiray joined Akbank as a Member of the Board of Directors on March 1, 2012. Aykut Demiray began his career in 1979 at T. Isbank as an Assistant Internal Auditor and undertook various duties in several units and branches, finally serving as Deputy Chief Executive between 1998 and 2011. A graduate of the Business Administration Department of the Faculty of Administrative Sciences from Middle East Technical University, Aykut Demiray is a member of the Board of Trustees at Istanbul Culture University.
Annex 3. Duplicate of the Decision of the Board of Directors of Akbank T.A.Ş. Dated 28.11.2013 No:10057 Article: 1 1. After examining the memorandum of Head Office dated 22.11.2013 numbered 316; (Decision:13/10057 1) Regarding the Articles of Association of our Bank; - The Amendments to be made in article 24 and 82 as stated in the Resolution Annex; - The Removal of article 84 from the Articles of Association shall be undertaken by authorizing the Head Office to initiate necessary actions on behalf of authorities Chairman Honorary Chairman and Member Vice Chairman Suzan Sabancı Dinçer Erol Sabancı Hayri Çulhacı (Signature) (Signature) (Signature) Member Member Member Özen Göksel James C. Cowles M. Hikmet Bayar (Signature) (Signature) (Signature) Member Member Member Yaman Törüner Aykut Demiray Kaan Terzioğlu (Signature) (Signature) (Signature) Member and CEO Hakan Binbaşgil (Signature)
FORMER VERSION Structure of Board of Directors : Article : 24- The Bank is managed and represented by Board of Directors, elected among the shareholders, authorized by the General Assembly in accordance with the Turkish Commercial Code. Including the General Manager or the representative, Board of Directors are formed of ten members at most. After meeting the statutory requirements, Chairman of the Board of Directors, Board Members, General Manager and Assistant General Managers, Internal Auditors and other authorized personal shown in the legislation have to take an oath. Distribution of Net Profit: Article : 82- A- Net profit of the Bank is equal to the gross income of operations of the Bank in an accounting period, minus all kinds of expenses, depreciations, provisions, paid interests and commissions, and wages, fees, bonuses, travel allowances and all other types of moneys decided to be paid to all employees of the Bank, also including the members and executive directors of the Board of Directors, and all other types of costs incurred for management and maintenance of businesses and affairs of the Bank, and all social and charitable payments of every kind, and indemnities paid for damages and losses according to a contract or by virtue of a court judgment or law provisions and requirements. After deduction of all legal liabilities, out of this net profit: B- As a first allocation, a) 5% of net profit is allocated to legal reserves; and, b) An amount equal to 5% of the paid capital is allocated to shareholders as the first dividend. C- Maximum 2% of the balance remaining after setting aside the reserves and dividends mentioned in the paragraph (B) hereinabove is allocated and paid equally to President and Member of the Board of Directors. D- The General Assembly of Shareholders is authorized to decide to distribute the remaining profit fully or partially to shareholders or transfer the same to extraordinary reserves. E- Furthermore, pursuant to sub-paragraph C of 2nd paragraph of article 519 of the Turkish Commercial Code, after deduction of not only the general legal reserves mentioned in 1st paragraph of article 519 of the Code, but also a profit share of 5% for the shareholders, NEW VERSION Structure of Board of Directors : Article : 24- The Bank is managed and represented by Board of Directors authorized by the General Assembly in accordance with the Turkish Commercial Code. Including the General Manager or the representative, Board of Directors are formed of ten members at most. After meeting the statutory requirements, Chairman of the Board of Directors, Board Members, General Manager and other authorized personal shown in the legislation have to take an oath. Distribution of Net Profit: Article : 82- A- Net profit of the Bank is equal to the gross income of operations of the Bank in an accounting period, minus all kinds of expenses, depreciations, provisions, paid interests and commissions, and wages, fees, bonuses, travel allowances and all other types of moneys decided to be paid to all employees of the Bank, also including the members and executive directors of the Board of Directors, and all other types of costs incurred for management and maintenance of businesses and affairs of the Bank, and all social and charitable payments of every kind, and indemnities paid for damages and losses according to a contract or by virtue of a court judgment or law provisions and requirements. After deduction of all legal liabilities, out of this net profit: B- As a first allocation, a) 5% of net profit is allocated to legal reserves; and, b) An amount equal to 5% of the paid capital is allocated to shareholders as the first dividend. C- After setting aside the percentages mentioned in the paragraph (B) hereinabove, General Assembly is authorized to give the decision to distribute the remaining net profit fully or partially to shareholders or transfer the same to extraordinary reserves. D- Furthermore, pursuant to sub-paragraph C of 2nd paragraph of article 519 of the Turkish Commercial Code, after deduction of not only the general legal reserves mentioned in 1st paragraph of article 519 of the Code, but also a profit share of 5% for the shareholders,
from net profit, one-tenth of the portion decided to be distributed and allocated to shareholders and other persons sharing the profit will be allocated as the second separation to the general legal reserves. No profit may be distributed unless the legal reserves and optional reserves and other sums to be allocated under the provisions of the law and the Articles of Association are allocated from the net profit. Distribution of Net Profit: Article: 84 - In accordance with the article 82, profit share to Members of Board of Directors can be distributed after allocating certain amount from legal reserves and 5% profit share distributed to shareholders from net profit, one-tenth of the portion decided to be distributed and allocated to shareholders and other persons sharing the profit will be allocated as the second separation to the general legal reserves. No profit may be distributed unless the legal reserves and optional reserves and other sums to be allocated under the provisions of the law and the Articles of Association are allocated from the net profit. Distribution of Net Profit: Article: 84 - Deleted from the Articles of Associations.
Annex.4 DIVIDEND POLICY Provided that no adverse conditions exist regarding domestic and/or global economic circumstances and that the Bank s capital adequacy ratio remains at the targeted level, Akbank s dividend distribution policy is to distribute to its shareholders in cash and/or stock dividend up to 40% of the Bank s distributable profit. The dividend distribution procedure is completed in accordance with the General Assembly resolutions within the legal periods stipulated by the law. The Bank does not have a practice of distributing advance dividends.
Annex 5 AKBANK T.A.Ş. REMUNERATION POLICY 1. OBJECTIVE The purpose of the renumeration policy is to define in written form procedures and principles in line with BRSA (Banking Regulation and Supervision Agency) and CMB s (Capital Markets Board s) Corporate Governance Principles that would contribute to the Bank s strategies, long term targets and its risk structure with contribution to effective risk management avoidance of excessive risk taking.. Our remuneration policy is structured in order to provide our company, to maintain, reward and motivate the human resource which is required for sustainable success. Furthermore, it is constituted in such a way; To be compatible with the content, structure, strategies of the Bank s activities as well as its long term targets and risk management structures, To prevent excessive risk taking and to contribute efficient risk management. 2. CONTENT Remuneration Policy defines the remuneration principles and rules valid for the Board of Directors, General Manager, Assistant General Managers and all the Banks employees. The profile of Bank s employees is divided into two parts which are comprised and non-comprised employees who are members of the Bank and Insurance Workers Union (BANKSİS). Comprised Employees means the employees who are members of the Union, who work under the titles defined by the contract and subject to the provisions of the Collective Bargaining Agreement. Non-comprised Employees means the employees who are not subject to the provisions of the Collective Bargaining Agreement. 3. PRINCIPLES 3.1. Remuneration: Remunerations to be paid to the Board of Directors Members, Senior Management and other employees are compatible with the Bank s ethical values, internal balance and strategic targets. Remunerations of all employees are defined by taking into consideration the responsibilities they assume. 3.2. Remuneration degree and remuneration intervals: Remunerations of the entirety of our employees are managed within the wage intervals defined for each degree. It is aimed to pay similar wages to the employees making similar works in order to ensure an equitable remuneration. For this purpose, the degrees of the jobs are defined depending on their authorities and responsibilities. Remuneration degrees and intervals are revised in each period of increase. 3.3. Rewarding high performance: It is aimed that the people who exhibit a performance higher than the expected level according to the results of Performance Evaluation System receive a higher wage increase and higher premium. 3.4. Remunerations based on performance: Performance measurements related to the concerned periods are taken into consideration when determining the remunerations and premiums. Payment amounts based on the performance and principally the premiums are not guaranteed in advance. 3.5. Confidentiality of remuneration: It is essential that the remunerations and other monetary payments in the Bank are private and confidential. Breach of the confidentiality by the employee shall be submitted to the Board of Discipline.
4. DETERMINATION OF REMUNERATION POLICY Remuneration policy and its applications are one of the important factors to ensure the employee s loyalty and improve his/her performance. While defining the remuneration policy with the purpose of bringing new talents in our company and to maintain our high performance employees, below mentioned points are taken into account. 4.1. Internal factors: While defining the Bank s remuneration structure, compatibility to below listed factors are taken into consideration; Bank s internal remuneration balance and budget means, Job definition and degree of responsibility of the employee, Individual performance exhibited by each employee, Competencies of the employee, Bank s internal and external regulations. Nonetheless, employee rights of the Comprised Employees are defined by means of the Collective Bargaining Agreement made with Bank and Insurance Workers Union (BANKSİS). 4.2. External factors: While defining the Bank s remuneration policy, sector-specific data is taken into account in order to be able to compete with the industry, to bring new talents in our company and to reduce external flow. While constructing the employees remuneration and premium model, position of the Bank in the industry is considered basing it on the results of the research carried out by independent organisations on remunerations in the Banking Industry. 5. APPLICATION OF THE REMUNERATION POLICY General application principles of the remuneration policy are as follows. 5.1. Financial Rights to the Members of the Board of Directors: In accordance with the Corporate Governance Principles, the rights and remuneration principles of the members of the Board of Directors are determined by the Remuneration Committee, with the approval of the Board of Directors under the authority given by the General Assembly to the latter. The remuneration Committee determines the payments to be made to the members of the Board of Directors within the upper limit set by the General Assembly. 5.2. Wage increases: 5.2.1. Wage increases of the Comprised Employees: Employee rights of the Comprised Employees are defined by means of the Collective Bargaining Agreement made with Bank and Insurance Workers Union (BANKSİS). 5.2.2. Wage increases of the Non-comprised Employees: Wage increase of the Non-comprised Employees is made once a year. During the wage increase periods, below listed criteria is considered as a basis for defining the increase budget and it is submitted to the approval of the management. Inflation rates in the last periods, Domains where competitive policies will be followed, Position of the Bank in the industry. It is aimed to apply the policy of similar remuneration for equal work and to ensure that individual differentiations are based on performance. In order to reward high performance, the employees who exhibit high performance but stay below the of Bank s wage average defined for each degree are awarded by a higher wage increase. Researches on remunerations performed by the autonomous organisations are analysed in order to determine Bank s position in the industry. As a result, Bank's position is determined. Wage increase data related to the current period is shared with the employees.
5.3. Definition of new remunerations after promotion or change of position: In case there is change in the remuneration degree of the employees who are promoted or whose position is changed, the new remuneration is determined depending on his/her position in the new degree. 5.4. Performance Premium: Premium payments are made in order: To improve employees efficiency and ensure the continuity of the performance to reach corporate targets, To bring out individual performance and differentiate successful employees, To reward the employees who create an additional value for the corporation. Premium system covers the Board of Directors, General Manager, Assistant General Managers, employees in the Headquarters and the site. While fixing the premium to be distributed, criteria such as credit risk, operational risk, regulations risk, reputation risk is taken into consideration along with the applied risk management concepts. Head of Supervisory Commission, Head of Internal Control Center and Risk Management Department have their individual premium systems and their budgets are managed separately. 5.5. Campaign Awards: These are the awards related to the campaigns organized to reach specific and clearly defined targets. They are deserved and made to the employees and/or teams provided that predetermined criteria are satisfied. 5.6. Fringe Benefit Applications: It means the interests and payments in material or immaterial nature made in supplement to the remuneration. They are defined by taking into account some criteria such as job definition, position degree, authority level and budget. 6. FOLLOWING, CONTROLLING AND REPORTING REMUNERATION APPLICATIONS: Following, controlling and reporting process of the remuneration applications in the name of Board of Directors is conducted by the Corporate Governance Committee. As for the people whose activities endanger the safe functioning of the Bank or who are responsible for the deterioration of Bank s financial position according to the Board of Directors opinion, required operations related to their payments including cancellation of the payments based on performance are implemented. Bank s remuneration policy is applied in accordance with the regulations of BDDK (Banking Regulation and Supervision Agency) and SPK (Capital Markets Board). Disclaimer Statement: This document is a convenience translation of the principal document that has been published in Turkish and provided on our website (www.akbank.com) in accordance with relevant laws and regulations. The information contained in this document is published for the assistance of recipients, but is not to be relied upon as authoritative or taken in substitution of the principal document that is published in Turkish. The Company does not accept any liability whatsoever for any direct or consequential loss arising from any use of this document or its contents.