ASYA KATILIM BANKASI ANONİM ŞİRKETİ MINUTES

ASYA KATILIM BANKASI ANONİM ŞİRKETİ
MINUTES OF EXTRAORDINARY MEETING OF THE GENERAL ASSEMBLY,
Held in November 22, 2014
Asya Katılım Bankası Anonim Şirketi’s Extraordinary General Meeting of the Shareholders
was held in November 22, 2014 at 11.00, in the address at Saray Mahallesi Dr. Adnan Büyükdeniz
Cad. No: 10 Ümraniye / ISTANBUL, under the supervision of Ministry Commissioners Mr. Erdoğan
YURDAKUL and Mr. M. Zafer KARAKOÇ, who was appointed with 20/11/2014 dated and
90726394-94.25283 numbered letter of Istanbul Provincial Trade Directorate.
Invitation for the meeting was announced in 28.10.2014 dated and 8682 numbered copy of
Turkish Trade Registration Gazette and 27.10.2014 dated Zaman and Bugün gazettes, the company's
web page, at Public Disclosure Platform and by sending to Electronic General Meeting System at
Central Registry Agency as stipulated in the law and articles of association, also, it was announced to
the registered shareholders who are recorded in the shareholders’ stock register, through registered and
reply paid letter in 24.10.2014 from 150. Yıl Anatolian Side Mail Processing Center Post Office.
It was seen that General Meeting was also opened in the electronic media synchronously in
accordance with Article 1527 of Turkish Commercial Code and conducted within Electronic General
Meeting System in compliance with the related legislation.
As it was understood from examination of List of Participants that 96.091.888 pieces of shares
were represented personally and 220.747.114 pieces of shares were represented by proxy, and also,
84.259.965 pieces of shares were represented in the electronic media, total 401.098.967 pieces of
shares were represented from among 900.000.000 pieces of shares corresponding to total capital of the
company in the amount of 900.000.000-TL, and thus, minimum meeting quorum, stipulated both in
the law and also in the articles of association, was available, meeting was opened in the physical and
electronic media synchronously after permission by the Ministry Commissioners Mr. Erdoğan
YURDAKUL and Mr. M. Zafer KARAKOÇ and then it was passed to discuss the agenda.
1st Article of Agenda:
The meeting was called to order by Prof. Dr. Erhan BİRGİLİ, the Chairman of the Board of Directors,
both physically and electronically at 11:50 am. Mr. Mehmet URUÇ was proposed to become the
Chairman of the Presiding Board. Since there was no further proposal and candidate for that, this
proposal was unanimously approved on physical and electronic environment. The Chairman of the
Presiding Board assigned Mr. Turan KURT as the clerk, and Mr. Celal KARAYOL as the vote
collector. The Chairman of the Presiding Board also assigned Mrs. Özlem ESER to the use of
electronic system of general assembly meeting, as she is duly qualified in this respect.
2nd Article of Agenda:
The second item of the agenda was read by the Chairman of the Presiding Board to the General
Assembly, and Mr. Ahmet BEYAZ, the Company’s General Director, was given the floor to make a
statement relating to this item. Mr. Ahmet BEYAZ read the text concerning capital increase and
amendment of the articles of association, which had been found appropriate by the Ministry of
Customs and Trade, the Banking Regulation and Supervision Agency, and the Capital Markets Board.
This amendment deed was negotiated. Since there was nobody to the floor, it was approved physically
and electronically. As a result of the voting, it was agreed, with 399.244.420 votes in favour both in
physical and electronic environment, and 1.854.547 votes against in electronic environment, to
increase the Company’s capital from TL 900.000.000 to TL 1.125.000.000 with the addition of TL
225.000.000 and to accept the amendment deed to art. 8 (Capital) of the articles of association, as
approved by the Ministry of Customs and Trade, General Directorate of Domestic Trade on
21/11/2014 with ref. no. 67300147/431.02. Such amendment deed was added to the minutes.
It was understood that 239.889.376 shareholders from among Group-A shareholders were present at
the meeting (the number of Group-A shareholders present at the meeting corresponds to 66% of the
overall Group-A shares), and all of them voted in favour.
3rd Article of Agenda:
The third item of the agenda was read by the Chairman of the Presiding Board to the General
Assembly, and Mr. Ahmet BEYAZ, the Company’s General Director, was given the floor to make a
statement relating to this item. Mr. Ahmet BEYAZ proposed “to reflect all the reserves on the expense
account and to authorize the Board of Directors in this respect, without prejudice to the provisions of
the Turkish Commercial Code” pursuant to art. 14/2 of the Regulation on the Procedures and
Principles for Banks’ Determination of Qualifications of Loans and Other Receivables as well as
Provisions for Them. This proposal was negotiated. Since there was nobody to taken the floor, this
proposal was put to the vote both physically and electronically; and it was agreed, with 401.035.313
votes in favour both in physical and electronic environment, and 63.654 votes against in electronic
environment, and by majority of votes.
4th Article of Agenda:
Since there is no further item in the agenda, the Chairman of the Presiding Board thanked the General
Assembly before adjourning the meeting at 12:27 pm.
These minutes were executed, read and signed at the meeting venue, in the presence of the General
Assembly.
MINISTRY COMMISSIONERS
Erdoğan YURDAKUL
M. Zafer KARAKOÇ
COUNTER
Celal KARAYOL
CHAIR
Mehmet URUÇ
SECRETARY
Turan KURT