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DenizBank | Beyond is Deniz!
Investor Relations
Corporate Governance
Policies
Information Policy

Information Policy

Developed in compliance with the relevant laws, regulations of the Banking Supervision and Regulation Agency (BRSA) and the Capital Markets Board (CMB), and CMB's Corporate Governance Principles, within the framework of CMB's "Communiqué on Principles Regarding Public Disclosure of Material Events", our Bank's information policy has been disclosed to the public upon the Board's approval.

I - PURPOSE

The purpose of the information policy is to ensure the communication of information legally allowed to be disclosed, excluding confidential business information, to shareholders and stakeholders in a fair, timely, complete, understandable, convenient, and affordable manner.

II - RIGHTS AND RESPONSIBILITIES

The Board of Directors is responsible for the development, execution, and supervision of the information policy. The CEO, the Senior Council Members, the Financial Affairs Group in the scope of access to insider information, the Administrative Services Group, the Internal Control and Compliance Department and Secretariat General employees, as well as the respective directors of all business lines are responsible for the coordination and fulfillment of the information function.

III - MEANS OF DISCLOSURE

The information is shared through the following means: material disclosures, financial statements and their footnotes, annual and interim reports, the web page, press releases, press conferences, press statements, informational and promotional documents, newspaper announcements, and seminars.

Material Disclosures:

Depending on whether it is an insider or continuous information, the disclosures are prepared as drafted in the Communiqué in the designated time frames by the Investor Relations and Financial Communication Department under the supervision of the Executive Vice President of the Financial Affairs Group. These are sent to the Public Disclosure Platform (KAP) after being signed by those with e-signatures in charge of the information function. The disclosures can be accessed through KAP's website (www.kap.gov.tr) or our Bank website (www.denizbank.com). The important disclosures are also published in English on our Bank website.

Financial Statements and Reports:

Financial statements and reports are prepared within the framework of BRSA and CMB regulations, Turkish Accounting Standards, and Turkish Financial Reporting Standards, and disclosed after going through an independent audit or independent limited audit and being sent to KAP within designated time frames. Financial statements and reports are also sent to the CMB, the BRSA, the Central Bank of the Republic of Turkey (CBRT), and the Banks Association of Turkey (TBB). After their publication on KAP, the reports can also be accessed on our Bank website.

Year-end financial statements and reports are announced in the Trade Registry Gazette by the end of April following the relevant year. In addition, year-end financial reports are sent to the Official Gazette without footnotes within seven days of this announcement.

Annual and Interim Reports:

Annual and interim reports are prepared within the framework of the procedures and principles specified in the BRSA's "Regulation on the Principles and Procedures Concerning the Preparation of and Publishing Annual Report by Banks" and the CMB's relevant communiqués. The Annual Reports mainly contain the following information. Interim Reports, however, contain significant events in the interim period, their impact on the financial statements, and significant risks and uncertainties regarding these issues for the rest of the fiscal period.

  • Historical development of the Bank
  • Message from the Chairman of the Board and the CEO
  • Amendments made in Articles of Association during the period and reasons for them
  • The Bank's position in the sector
  • Capital and Shareholder structure
  • Information on subsidiaries
  • Resumes of the members of the Board and Senior Management
  • Information on committees
  • Summary financial information on activity results
  • Information on financial status, profitability and solvency
  • Rating information
  • Information on Internal Audit, internal control, compliance, and risk management
  • Risk management policies
  • Information on Profit Distribution
  • Donations made within the period
  • Information on support services received
  • Summary Board Report submitted to the General Assembly
  • Financial statements and reports
  • Assessments of the Audit Committee
  • Corporate Governance Compliance Report

Website:

Through its website in Turkish and English, our Bank aims to ensure that investors and other relevant parties can access accurate and up-to-date information in an easy and cost-efficient way. Information published on DenizBank website:

  • Trade registry information,
  • The most recent shareholder and management structure, information on stocks,
  • The dates and numbers of Trade Registry Gazettes showing the latest version of the Bank's articles of association and the amendments,
  • Material disclosures
  • Annual and interim reports
  • Financial statements and reports (consolidated/unconsolidated)
  • Rating information
  • Prospectus and public offering circular
  • Agenda, minutes, list of participants and proxy forms of the General Assembly meeting
  • Information on internal control system and risk management
  • Information on the Bank's subsidiaries and participations
  • Resumes of the Board members
  • Resumes of the CEO and the members of Senior Management
  • Human Resources, Profit Distribution, Information, Remuneration, Social Responsibility and Compliance policies
  • Ethical rules
  • Corporate Governance Compliance Report
  • List of people with access to Insider Information
  • Press releases
  • Events

Press Statements:

Press statements are made through written or visual media when deemed necessary or after evaluating the requests of relevant institutions. Statements are made by the Chairman of the Board, the CEO, or bank directors appointed by these persons according to the subject matter. Employees other than those authorized cannot make any statements on behalf of the bank. Financial information used in press statements consists of the most recent information disclosed within the framework of legislation and regulations. In meetings, introductions, and announcements on matters resulting in the obligation to make material disclosures, necessary material disclosures are made before or simultaneously with the meeting, introduction, or announcement in a way to provide equal information. As for false news and rumors appearing in the press that do not require any material disclosure, a correction statement is published by the organization that released the news, or a new press announcement is made for information.

Press Releases:

Press releases are published at least once every three months to evaluate our Bank's financial situation, to frequently share important developments about our Bank (public offering, increase in rating, a new area of activity, etc.) with the public, and to inform stakeholders in the fastest and most up-to-date way. Press releases on financials are disclosed to the press following the publication of the reports on KAP. Press releases are also prepared for new products, special offers, and events.

Seminars:

Seminars are organized by our Bank's Chief Economist to inform sectoral and regional investors, customers, and the public. In the meetings where representatives of various sectors participate, information is provided through presentations and question and answer sessions.

Informational and Promotional Documents:

The Bank may hold meetings to inform analysts, shareholders, credit agencies, rating agencies, corporate investors, and other stakeholders when deemed necessary or upon requests. The meetings are not held based on a specific schedule, their frequency and timing are determined as needed. The meetings can be held face-to-face, by means of teleconference or video-conference. Information disclosed verbally or in writing to institutions or persons with no confidentiality agreement with the Bank consists of information available in the publicly disclosed financial statements, as well as information provided in annual reports and not classified as confidential business information. In this context, it is possible for other parties to access this information. If necessary, information is provided via e-mail.

Announcements made via the Turkish Trade Registry Gazette and Daily Newspapers:

As required by the Banking Law, CMB, Turkish Commercial Code, and our Articles of Association; announcements regarding the General Assembly, annual financial statements and reports, capital increase, and profit distribution are made both via the Trade Registry Gazette and daily newspapers. In addition, annual financial statements and reports are announced in the Trade Registry Gazette and the Official Gazette in accordance with the designated periods.

IV - STATEMENTS ON EXERCISING SHAREHOLDING RIGHTS

Material Disclosure or KAP disclosure is made and also published on our Bank's website for the following issues regarding shareholders finalized by the Board's decision:

  • Date, time, place, and agenda items of Ordinary and Extraordinary General Assembly Meetings
  • How shareholders may exercise their right to attend General Assembly Meetings,
  • Voting process and proxy voting conditions,
  • Informational documents which are relevant to the issues covered in the agenda items and must be submitted to shareholders for review prior to the meeting,
  • Decisions and minutes of the General Assembly Meeting,
  • List of participants with regard to their total number of shares and voting power,
  • Announcement on dividend payment, capital increase through rights/bonus issues, and the exercise of the right to buy new shares in capital increase through rights issues.

The announcement, agenda items regarding the General Assembly Meetings, and documents to be submitted to shareholders for review within the scope of agenda items are also entered into the Electronic General System (EGKS) of the Central Registry Agency.

V - ACCESS TO INSIDER INFORMATION

A list of persons with access to insider information has been compiled and these persons have been informed about the list, as stipulated in the communiqué. The persons on the list have been informed about the protection of information until material events are disclosed, and compliance with confidentiality rules, as well as the consequences and sanctions in case of violation of those rules. The titles, groups, and departments of persons with access to insider information are available on our website and the list is updated with amendments. If it is detected that these persons have unintentionally disclosed insider information to third parties, a material disclosure takes place in the event that the confidentiality of the information cannot be ensured within the scope of the Communiqué.

VI - POSTPONING DISCLOSURE OF INSIDER INFORMATION

The bank may postpone the disclosure of insider information in order to protect its legitimate interests and not to mislead the public. Measures are taken to ensure the confidentiality of such information.

VII - PERSONS WITH ADMINISTRATIVE RESPONSIBILITY

When identifying persons with administrative responsibility and those in close relationship with them, definitions provided in Article 4 of the Communiqué are taken into consideration.

VII - PERSONS AUTHORIZED TO MAKE PUBLIC STATEMENTS

Disclosures and information to be made using means other than KAP disclosures and material disclosures are made by the Members of the Board, the CEO, and the persons appointed by the CEO.

Within the scope of meeting the information requests of existing and potential shareholders, analysts, credit rating agencies, correspondent banks, and various credit institutions, Departments of Investor Relations, Financial Communication and Financial Institution may communicate on behalf of the Bank regarding questions they have been asked in line with the authorization by the Senior Management.

IX - FOLLOW UP/VERIFICATION OF NEWS AND RUMORS

DenizBank follows the news on DFSG reported by notable press organs broadcasting nationally through a domestic media monitoring agency it has contracted. The news monitored in this context is directed to Senior Managers, and Investor Relations and Corporate Communications departments every day.

In principle, our Bank does not express any opinion on market rumors and news that is apparently unfounded. However, in the event of the presence of news and rumors in the press, media and the public which are not related to persons authorized to represent the partnership, significant enough to influence the investment decisions of shareholders, potential investors or the value of capital market instruments, and have different content than what was publicly announced through material disclosures, prospectuses, circulars, announcement texts approved by the Board, financial reports and other public disclosure documents; a statement is made in accordance with the principles specified in the Communiqué as to whether these are accurate and adequate.

X - DISCLOSURE OF FORWARD-LOOKING INFORMATION

Forward-looking information may be disclosed verbally or in written form. Annual reports, press releases, and other informational documents may include forward-looking information regarding the Bank's financial status and activities. It is ensured that forward-looking information is in line with the Bank's current financial status and activity results and other publicly disclosed information, is not misleading and does not contain exaggerated predictions with no basis. If there are significant differences between predictions in the forward-looking information and reality, the public is informed about the reasons for these differences.

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