Türkiye Finans - Annual Report 2017

Ordinary General Assembly Meeting

TÜRKİYE FİNANS KATILIM BANKASI A.Ş.

Our Bank’s 27th Ordinary General Assembly Meeting will be held on 22 March 2018 Thursday at 09:00 at the address of Türkiye Finans Katılım Bankası A.Ş. Head Office B1 floor, Saray Mah. Sokullu Cad. No: 6 Ümraniye/ İstanbul. The General Assembly Meeting Agenda is as follows:

1. Opening and formation of the Meeting Chairmanship;

2. Presentation and discussion of the 2017 Annual Report of the Board of Directors (“BoD”);

3. Presentation and discussion of the 2017 Report of Independent Auditors;

4. Presentation, discussion and approval of the Financial Statements of the year 2017;

5. Release of the members of the BoD who had served in 2017 for the activities of the year 2017;

6. To determine the usage of the profit of the year 2017;

7. Determination of the monthly attendance fee, travel allowance and other economic rights to be granted to the Board Members;

8. Endorsement about the Appointment of Board Member That is Made to Fill the Vacancy in the Year and to appoint board member to vacant position;

9. Election of Independent Audit Company for the Accounting Period of 2018;

10. To resolve to amend the Articles 5 and 14 of the Company’s Articles of Association in the form of the Amendment Text in the Annex 1;

11. To resolve to amend the Article 12 of Internal Directive on Working Procedures and Principles of General Assembly of Türkiye Finans Katılım Bankası A.Ş. in the form of the Amendment Text in the Annex 2;

12. To discuss whether or not to permit BoD Members to perform transactions specified in TCC, Articles 395 and 396, and to adopt the necessary decision on this matter and

13. Wishes and closing.

Amendment of Articles of Association

To be presented to the approval to the approval of the General Assembly the amendment of the Company’s Articles of Association, relative to the “Company Address” under Article 5 and “Voting Right” under Article 14 is as indicated as indicated below;

Former Text	New Text
HEAD OFFICE AND BRANCHES Article 5 The company’s address is Yakacık Mevkii Adnan Kahveci Cad. No: 139 81450 Kartal, Istanbul. Changes in the address shall be registered with the trade registry and published in the Trade Registry Gazette and shall be informed to the relevant authorities accordingly. Notices delivered to the registered and published address shall be deemed to be delivered to the company. Failure of the company to register its new address within the required period of time after leaving its former registered and published address shall be a reason for dissolution of company. The company may establish branches, agencies, representative and contact offices and correspondent relationships either in Turkey or abroad upon the decision of Board of Directors and within the framework of related legislations in effect. Branches opened or closed are notified to Banking Regulation and Supervision Agency. Activities like the establishment of such branches and offices, allocation of capital to such establishments and branches and/or offices opened, merged, demerged, suspended and/or liquidated are subject to notifications pursuant to the provisions of Banking Code, Turkish Commercial Code and other related legislations in effect. The company may open branches both in the country and abroad without prejudice to the provisions of Banking Code and other related legislations in effect.	HEAD OFFICE AND BRANCHES Article 5 The company’s head office is situated in Istanbul. The company’s address is Saray Mah. Sokullu Cad. No:6 Ümraniye, Istanbul. Changes in the address shall be registered with the trade registry and published in the Trade Registry Gazette and shall be informed to the relevant authorities accordingly. Notices delivered to the registered and published address shall be deemed to be delivered to the company. Failure of the company to register its new address within the required period of time after leaving its former registered and published address shall be a reason for dissolution of company. The company may establish branches, agencies, representative and contact offices and correspondent relationships either in Turkey or abroad upon the decision of Board of Directors and within the framework of related legislations in effect. Branches opened or closed are notified to Banking Regulation and Supervision Agency. Activities like the establishment of such branches and offices, allocation of capital to such establishments and branches and/or offices opened, merged, demerged, suspended and/or liquidated are subject to notifications pursuant to the provisions of Banking Code, Turkish Commercial Code and other related legislations in effect. The company may open branches both in the country and abroad without prejudice to the provisions of Banking Code and other related legislations in effect.
VOTING RIGHT Article 14 The shareholders shall have the right to use one vote in General Assembly Meetings for each share of TL 1.00 (One Turkish Lira) they hold. Shareholders may use their votes in person or by proxy. Voting is made by raising hand, but secret voting procedure may be applied in the case it has been requested by twenty percent of the shares represented in the General Assembly Meeting.	VOTING RIGHT Article 14 The shareholders shall have the right to use one vote in General Assembly Meetings for each share of TL 1.00 (One Turkish Lira) they hold. Shareholders may use their votes in person or by proxy. Voting is made by either raising hands or standing up or saying “accepted” or “objected” separately or via electronic devices which will be defined to the name of the shareholder on the General Assembly day while entering into the meeting hall or other tools which enable counting votes in the meeting room, but secret voting procedure may be applied in the case it has been requested by twenty percent of the shares represented in the General Assembly Meeting.

Former Text

New Text

HEAD OFFICE AND BRANCHES

Article 5

The company’s address is Yakacık Mevkii Adnan Kahveci Cad. No: 139 81450 Kartal, Istanbul. Changes in the address shall be registered with the trade registry and published in the Trade Registry Gazette and shall be informed to the relevant authorities accordingly. Notices delivered to the registered and published address shall be deemed to be delivered to the company. Failure of the company to register its new address within the required period of time after leaving its former registered and published address shall be a reason for dissolution of company.

The company may establish branches, agencies, representative and contact offices and correspondent relationships either in Turkey or abroad upon the decision of Board of Directors and within the framework of related legislations in effect. Branches opened or closed are notified to Banking Regulation and Supervision Agency. Activities like the establishment of such branches and offices, allocation of capital to such establishments and branches and/or offices opened, merged, demerged, suspended and/or liquidated are subject to notifications pursuant to the provisions of Banking Code, Turkish Commercial Code and other related legislations in effect.

The company may open branches both in the country and abroad without prejudice to the provisions of Banking Code and other related legislations in effect.

HEAD OFFICE AND BRANCHES

Article 5

The company’s head office is situated in Istanbul.

The company’s address is Saray Mah. Sokullu Cad. No:6 Ümraniye, Istanbul. Changes in the address shall be registered with the trade registry and published in the Trade Registry Gazette and shall be informed to the relevant authorities accordingly. Notices delivered to the registered and published address shall be deemed to be delivered to the company. Failure of the company to register its new address within the required period of time after leaving its former registered and published address shall be a reason for dissolution of company.

The company may open branches both in the country and abroad without prejudice to the provisions of Banking Code and other related legislations in effect.

VOTING RIGHT

Article 14

The shareholders shall have the right to use one vote in General Assembly Meetings for each share of TL 1.00 (One Turkish Lira) they hold. Shareholders may use their votes in person or by proxy. Voting is made by raising hand, but secret voting procedure may be applied in the case it has been requested by twenty percent of the shares represented in the General Assembly Meeting.

VOTING RIGHT

Article 14

The shareholders shall have the right to use one vote in General Assembly Meetings for each share of TL 1.00 (One Turkish Lira) they hold. Shareholders may use their votes in person or by proxy. Voting is made by either raising hands or standing up or saying “accepted” or “objected” separately or via electronic devices which will be defined to the name of the shareholder on the General Assembly day while entering into the meeting hall or other tools which enable counting votes in the meeting room, but secret voting procedure may be applied in the case it has been requested by twenty percent of the shares represented in the General Assembly Meeting.