Turkiye Garanti Bankasi A.S.: Information regarding the results of Ordinary General Shareholders' Meeting

TO: Investment Community

FROM : Garanti BBVA / Investor Relations

SUBJECT: Information regarding the results of Ordinary General Shareholders' Meeting

DATE: March 27, 2025

The Ordinary General Shareholders’ Meeting of the Bank for 2024 accounting period was held on Thursday March 27th, 2025, at 10 a.m. at the address of Levent, Nispetiye Mahallesi, Aytar Caddesi No:2 34340 Beşiktaş, İSTANBUL and it is resolved that;

• The Board of Directors’ Integrated Annual Activity Report be approved,
• The Financial Statements for the year 2024 be approved,
• The Board Members be released for their activities in the year 2024,
• From the after-tax profit of the Bank for the year 2024 in the amount of TL 92,174,994,065.89 in accordance  with  Article 45 of the Articles of Association of our Bank titled as the “Distribution of the Profit”; the gross cash dividend in the amount of TL 18,434,998,813.18  be distributed to our Shareholders, dividend distribution be initiated on 28.03.2025, the Head Office be authorized to conduct any and all acts regarding the distribution of profit and 36,294,456.47 Turkish Liras which was recognized as income in prior periods’ profit or loss account in 2024 due to Accounting Standards to the Extraordinary Reserves Account be transferred,

• The number of the Board Members as eleven including CEO be continued and Halil Hüsnü Erel be elected, as an independent board member in order to fill the vacant Independent Board Membership position in accordance with the Corporate Governance Principles for whom the Capital Markets Board of Türkiye did not express an adverse opinion regarding his independent board membership candidature, to fill the remaining term of office of other Board Members, since, pursuant to the Corporate Governance Principles of the Capital Markets Board (CMB), the term of Independent Board Membership of Mevhibe Canan Özsoy, who was elected as an Independent Board Member at the Ordinary General Shareholders’ Meeting dated 27.03.2024 for a period of 1 year, which is the remaining term of office sets forth under the independency criteria has expired,
• Mevhibe Canan Özsoy be elected as a real person Board Member to the Board Membership position which was vacated as a result of the resignation of Belkıs Sema Yurdum to fill the remaining term of office of other Board
• Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (EY) be selected as the auditor of the Bank and the group for the year 2025 accounting period including the audit of the reports to be prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority, in accordance with Article 399 of the Turkish Commercial Code,
• An upper limit to be paid to the Board members until the ordinary general shareholders’ meeting to be held in 2026 be determined,
• An upper limit for the charitable donations to be made in 2025 be determined in accordance with the Article 59 of the Banking Law No. 5411, as not to exceed four per thousand of equity of the Bank,
• The Board Members be authorized in accordance with Articles 395 and 396 of the Turkish Commercial Code, without prejudice to the provisions of the Banking Law.

Moreover, the Independent Auditor’s Report for the year 2024 was read and the Bank’s shareholders were informed on;

• The undistributed portion of the profit of the year 2024,

• Mahmut Akten’s appointment as the CEO of the Bank on the date of August 23, 2024 after necessary notifications were made and the required legal approvals were obtained as a result of Recep Baştuğ’s resignation from his office and since Mahmut Akten continues to serve as CEO, his  natural board membership according to the Banking Law No.5411 which the Bank is subject to and the external duties conducted by the Board Member and the grounds of such duties, in accordance with Article 4.4.7. of the Capital Markets Board’s Corporate Governance Principles,

• The external duties of the newly elected Board Members and the grounds of such duties, in accordance with Article 4.4.7. of the Capital Markets Board’s Corporate Governance Principles,
• The remuneration principles of the Board Members and directors having administrative responsibilities, in accordance with Article 4.6.2 of the Capital Markets Board’s Corporate Governance Principles and the revised Compensation Policy,
• The charitable donations made to institutions and organizations in the amount of 90,002,598 Turkish Liras in 2024 which is the sum of tax deductible donations in the amount of 53,167,853 Turkish Liras and tax non-deductible donations in the amount of 36,834,745 Turkish Liras,
• The significant transactions executed in 2024 which may cause conflict of interest, in accordance with Article 1.3.6 of  the Capital Markets Board’s Corporate Governance Principles.

The meeting minutes, list of participants and the profit distribution table are attached hereto. (The meeting minutes and the profit distribution table are in Turkish and English, whereas the list of participants is in Turkish.)

*In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

We declare that our above statements are in conformity with the principles included in the Board’s Communiqué, Serial II Nr.15.1, that it exactly reflects the information we received; that the information complies with our records, books and documents; that we did our best to obtain the correct and complete information relative to this subject and that we are responsible for the declarations made in this regard.

Yours sincerely,

Garanti BBVA

Contact Garanti BBVA Investor Relations:

Tel: +90 212 318 2352

Fax: +90 212 216 5902

E-mail: investorrelations@garantibbva.com.tr

www.garantibbvainvestorrelations.com