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İŞBANK

ANNUAL REPORT 2014

70

2.4. Voting and Minority Rights

There are explanations on the Bank’s capital structure, qualifications of shares and the rights on shares both in the Articles of Incorporation

and annual report and these explanations are submitted to the shareholders for their information.

Currently İşbank does not have any Board member elected by the minority shareholders. There is no prohibition for exercising voting rights

of the minority shareholders in the election of Board Members. Regarding the minority rights, there are no special provisions in the Articles

of Association of İşbank.

İşbank Group companies do not hold any share in İşbank.

2.5. Dividend Rights

İşbank’s dividend distribution principles are explained in detail in the Articles of Incorporation and as such the dividend distribution policy

is shared with the shareholders. İşbank’s dividend payment is made within the legal periods. The dividend distribution policy is available in

annual report and İşbank’s corporate website as well.

On the other hand, dividend distribution proposal of the Board of Directors is also published in the annual report, which is provided to

the shareholders prior to the annual Ordinary General Shareholders’ Meetings. Dividend distribution is a regular item on the agenda of

the General Shareholders’ Meeting and is presented for the approval of shareholders and implemented after the approval at General

Shareholders’ Meeting.

The distribution of 2013 operating profit was made in line with the decisions taken at Ordinary General Shareholders’ Meeting held in 2014.

2.6. Transfer of Shares

Transfer of shares can be done in accordance with the related legislation and the Articles of Incorporation of İşbank.

SECTION III - PUBLIC DISCLOSURE AND TRANSPARENCY

3.1. Türkiye İş Bankası CorporateWebsite

(www.isbank.com.tr)

and Its Content

İşbank’s website is actively and intensely used for public disclosures and informing activities. The website includes the information and data

required by the Corporate Governance Principles and regulatory authorities. Information considered necessary for international investors is

available on the Bank’s website, in the Investor Relations section also in English. Utmost care is given to keep the website updated.

İşbank’s main shareholders and their shares are available on the Bank’s corporate website under the title of “Ownership Structure.”

3.2. Annual Report

İşbank Annual Report includes the necessary information and data required by the related regulations and is prepared both in Turkish and in

English.

SECTION IV - STAKEHOLDERS

4.1. Informing Stakeholders

İşbank’s stakeholders are regularly informed about required subjects through press releases, press conferences, interviews, annual reports,

news on the website, disclosures and various meetings. Within this context, the necessary corporate organization has been made to fulfill

the information demands of shareholders, employees and customers.

Functions related to informing the employees about the human resources practices and policies are conducted by Human Resources

Management Division and, in this context, İşbank’s Corporate Intranet Portal is used effectively.

The transactions which are subject to complaint can generally be delivered directly to those concerned, Head Office, The Board of

Inspectors and The Board of Directors by the stakeholders.

4.2. Participation of Stakeholders in the Bank Management

Türkiye İş Bankası A.Ş. employees and pensioners participate in the management of the Bank through İşbank Members’ Supplementary

Pension Fund, which is a shareholder of the Bank. Other shareholders participate in the decision making process relating to the

management of İşbank by voting in the General Shareholders’ Meeting in line with the regulations of the Articles of Incorporation.

CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT