Articles of Association

Articles of Association of the Development and Investment Bank of Türkiye Inc.

Establishment

ARTICLE 1 - The Development and Investment Bank of Türkiye Inc. was established under the repealed Law No. 4456, and these Articles of Association have been issued pursuant to Law No. 7147.

Title, Headquarters, and Organization

ARTICLE 2 - (1) The title of the Bank is "Türkiye Kalkınma ve Yatırım Bankası Anonim Şirketi". Its short name is "TKYB", and it shall be referred to as the "Bank" in these Articles of Association.
(2) The headquarters of the Bank is located in the Ümraniye district of the province of Istanbul. Its address is İnkılap Mahallesi, Dr. Adnan Büyükdeniz Cad. B Blok No:10, Ümraniye/İstanbul. In the event of a change of address, the new address shall be registered with the trade registry and announced in the Turkish Trade Registry Gazette. Any notification made to the registered and announced address shall be deemed to have been made to the Bank.
(3) The Bank may open branches or representative offices domestically and abroad in accordance with the provisions of the Banking Law and the Turkish Commercial Code.
(4) The Bank's organization consists of the General Directorate and domestic and international service units. The Board of Directors is authorized to determine the nature, duties, authorities, and legal form of the service units.

Purpose

ARTICLE 3 - The purpose of the Bank is to support investments aimed at reducing regional development disparities and projects that will contribute to technological advancement for the development and sustainable growth of Türkiye; to contribute to the development of venture capital; to establish, participate in, and manage funds; to extend loans, participate as a shareholder, provide project financing, and conduct credit transactions based on profit-sharing or leasing; to finance domestic, foreign, and international joint ventures; and to fulfill all development and investment banking functions, including consultancy services.

Fields of Activity

ARTICLE 4 - (1) The field of activity is to carry out all types of banking activities that development and investment banks are authorized to perform pursuant to the Banking Law No. 5411. While establishing its credit and investment policies, the Bank may take into account the development plan, programs, and strategic plans, structural transformation programs, and annual and medium-term programs within the framework of the mission to support development and sustainable growth entrusted to it by development and investment banking. 
(2) To achieve its objectives, the Bank shall exercise all powers granted by Law No. 7147, the Banking Law, and the provisions of other legislation, and may operate in the following areas: 1- The Bank may extend all types of short, medium, and long-term cash and non-cash loans; perform credit transactions based on profit-sharing or leasing; provide project financing; participate in any kind of partnership that banks are authorized to establish or become a partner in domestically or abroad within the framework of relevant legislation, or establish new partnerships or exit existing ones; engage in venture capital activities; and perform rehabilitation, bonification, and consolidation.
2- Provided that the necessary permissions are obtained, it may engage in investment services and activities specified and defined in the Capital Markets Legislation. It may purchase, sell, or transfer loans on a wholesale or retail basis; engage in transactions in domestic and international futures and forward markets; secure financing from the interbank money market, its borrowers, and domestic or international sources; mediate in import and export transactions; and act as an insurance agency.
3- It may cooperate with domestic and international financing institutions and become a member of national and international organizations in which such institutions participate.
4- It may be assigned tasks by Law or Presidential Decree, provided that resources are allocated in line with the development plan, programs, and strategic plans.
5- It may conduct or commission research, project development, and training studies; provide technical and administrative support; and offer consultancy services. It may take measures to ensure the efficient operation of companies with which it has financing relationships.
6- Without prejudice to the provisions of the relevant legislation, the Bank may, by a decision of the Board of Directors, acquire, grant, sell, transfer, pledge, or mortgage all kinds of movable and immovable properties, rights, and especially industrial, intellectual, and similar rights, as well as in rem rights such as the right of pre-emption, right of redemption, usufruct, easement, and construction rights, and contractual rights. It may accept pledges and mortgages on movable and immovable properties in its favor, release existing mortgages, and assign its receivables and the related collateral. It may lease or rent out movable and immovable properties, industrial, intellectual, and similar rights; and may have lease and promise-to-sell agreements annotated in the land registry in its favor or have such annotations removed. It may establish pledges and mortgages individually, collectively, or on a pro rata basis.
7- The administrative, financial, and operational tasks and transactions of the Development Fund of Türkiye shall be carried out by the Bank, and the Internal Bylaws of the Fund shall be prepared by the Bank.
8- It may establish and manage international funds and affiliated sub-funds, or participate in those established domestically or abroad.
9- It may perform all kinds of development and investment banking activities and other tasks and transactions that will assist in the realization of its purpose.
 

Resources

ARTICLE 5 – The equity and external resources that will enable the Bank to achieve its objectives are as follows:
a) Equity
1. Capital,
2. Reserves.
b) External Resources
1. Bonds, bills, and other debt instruments to be issued in Turkish Lira or foreign currency;
2. Loans provided through the lending of foreign debt and advances to be granted by the Ministry of Treasury and Finance within the scope of the Law No. 4749 on Regulating Public Finance and Debt Management;
3. Loans and funds to be obtained from foreign organizations by providing repayment guarantees by the Ministry of Treasury and Finance within the scope of the Law No. 4749 on Regulating Public Finance and Debt Management;
4. Other resources.

Capital

ARTICLE 6 – (1) The Bank has adopted the registered capital system pursuant to the Capital Markets Law No. 6362, and transitioned to this system with the authorization of the Capital Markets Board dated February 8, 2000, and numbered 157.
(2) The registered capital ceiling of the Bank is TRY 10,000,000,000 (Ten Billion Turkish Liras),

1.- divided into 1,000,000,000,000 (One Trillion) shares, each having a nominal value of 1 Kuruş.
(3) The issued capital of the Bank is TRY 10,000,000,000 (Ten Billion Turkish Liras), which is fully paid-up and divided into 
1.- 1,000,000,000,000 (One Trillion) registered shares, each having a nominal value of 1 Kuruş.
(4) The shares representing the capital shall be monitored in dematerialized form within the framework of dematerialization principles.
(5) The authorization for the registered capital ceiling granted by the Capital Markets Board is valid for the years 2026-2030 (5 years). Even if the authorized registered capital ceiling is not reached by the end of 2030, in order for the Board of Directors to take a capital increase decision after 2030, it is mandatory to obtain authorization from the General Assembly for a new period not exceeding 5 years, by obtaining permission from the Capital Markets Board for the previously authorized ceiling or a new ceiling amount.
(6) If said authorization is not obtained, capital increases cannot be made by a decision of the Board of Directors. Between 2026 and 2030, the Board of Directors is authorized to increase the issued capital up to the aforementioned registered capital ceiling by issuing new shares whenever it deems necessary, in accordance with the provisions of the Capital Markets Law and without being bound by the provisions of the Turkish Commercial Code regarding the increase of basic capital.
(7) The Board of Directors is authorized to limit the preemptive rights (right to acquire new shares) of the shareholders, to issue shares above their nominal value, and to conduct private placements (allocated share sales). The power to restrict preemptive rights shall not be exercised in a manner that leads to inequality among shareholders.

Issuance of Debt Instruments

ARTICLE 7 – (1) The Bank may issue all types of debt instruments providing borrowing opportunities as specified and defined in the Capital Markets Legislation. The Board of Directors of the Bank is authorized regarding the issuance of debt instruments.

Organs of the Bank

ARTICLE 8 – The authorized organs of the Bank are the General Assembly, the Board of Directors, the General Manager, and the Committees to be established pursuant to the relevant legislation.

General Assembly

ARTICLE 9 - (1) The General Assembly of the Bank shall convene as an ordinary or extraordinary meeting. The Ordinary General Assembly shall convene at least once a year, within three months of the end of the Bank's accounting period. The Extraordinary General Assembly shall convene at the times and under the circumstances required by the Bank's business, in accordance with the provisions of the Turkish Commercial Code, Capital Markets Legislation, Banking Legislation, and these Articles of Association, and shall take the necessary decisions.
(2) Participation in the General Assembly Meeting via Electronic Means: Rightsholders entitled to attend the Bank's general assembly meetings may also participate in these meetings electronically pursuant to Article 1527 of the Turkish Commercial Code. The Bank may establish an electronic general assembly system that allows rightsholders to participate in general assembly meetings, express opinions, make proposals, and cast votes electronically in accordance with the provisions of the Regulation on General Assembly Meetings of Joint Stock Companies to be Held via Electronic Means, or it may purchase services from systems established for this purpose. In all general assembly meetings to be held, it shall be ensured that rightsholders and their representatives can exercise their rights specified in the provisions of the aforementioned Regulation through the established system, pursuant to this provision of the Articles of Association.

Duties and Authorities of the General Assembly

ARTICLE 10 - (1) Apart from the matters regulated by these Articles of Association, the General Assembly shall perform the duties, exercise the authorities, and take the decisions specified in the Turkish Commercial Code, Banking Law, and Capital Markets Law, as well as the regulations related to these Laws.
(2) The monthly salaries and other financial rights of the Bank personnel shall be determined by the General Assembly of the Bank. The General Assembly may delegate these authorities to the Board of Directors.

Convening of the General Assembly

ARTICLE 11 - The General Assembly shall convene in the city where the Bank's headquarters is located.

Invitation and Announcement for the General Assembly Meeting

ARTICLE 12 - (1) The General Assembly may be invited to a meeting by the Board of Directors or by those authorized by the legislation.
(2) The call for the General Assembly meetings, including the day, hour, venue, and agenda, shall be announced in the Turkish Trade Registry Gazette, on the Bank’s website, on the Public Disclosure Platform (KAP), and at other locations determined by the Capital Markets Board at least three weeks before the date of the General Assembly Meeting, excluding the announcement and meeting days.
(3) For the Bank's shares traded on the Stock Exchange, the meeting call shall not be additionally notified via registered mail with return receipt.

Agenda of the General Assembly

ARTICLE 13 -The agenda of the Ordinary General Assembly Meeting shall include matters regarding the election of organs, financial statements, the annual report of the board of directors, the manner of use of profit, the determination of the ratios of profit and earnings to be distributed, the release of the board members from liability, and other matters deemed necessary concerning the fiscal period.

Chairmanship of the General Assembly Meeting

ARTICLE 14 - (1) General Assembly Meetings shall be opened by the Chairman of the Board of Directors of the Bank, or in their factual and/or legal absence, by the Vice Chairman of the Board of Directors or the General Manager. The Meeting Chairmanship consists of at least one secretary and one ballot collector, elected by the General Assembly, under the chairmanship of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, or the General Manager of the Bank.
(2) The meeting chairman may appoint experts for the General Assembly procedures to be conducted in the electronic environment.
(3) General Assembly procedures shall be carried out in accordance with the provisions of the "Internal Directive on the General Assembly."

Meeting and Decision Quorum of the General Assembly

ARTICLE 14 - The relevant provisions of the Turkish Commercial Code, Capital Markets Legislation, and Banking Legislation shall apply to the meeting and decision quorums of the general assembly.

Voting Rights and Method of Exercising Votes

ARTICLE 16 - (1) Shareholders shall exercise their voting rights in the General Assembly in proportion to the total nominal value of their shares.
(2) Every shareholder is entitled to at least one voting right, even if they hold only one share.
(3) Capital Markets Board regulations shall be complied with regarding voting by proxy.

Approval of the Balance Sheet and Release from Liability

ARTICLE 17 - (1) Unless otherwise specified in the decision, the General Assembly decision regarding the approval of the balance sheet results in the release from liability of the board members and executives. However, if certain matters are not stated at all or are not stated properly in the balance sheet, or if the balance sheet contains elements that prevent the true state of the company from being seen, and there was a conscious intent in this regard, the approval shall not result in a release from liability.
(2) A decision for release from liability taken by a General Assembly decision cannot be revoked by a subsequent General Assembly decision.

Board of Directors

ARTICLE 18 – (1) The Board of Directors consists of seven (7) members. The members of the Board of Directors shall be elected by the General Assembly.
(2) At the first meeting following the swearing-in ceremony, the Board of Directors shall elect one of its members as the Chairman of the Board of Directors. At this meeting, one member shall also be elected as the Vice Chairman. The Board of Directors shall be chaired by the Chairman of the Board of Directors, or in their absence, by the Vice Chairman of the Board of Directors.
(3) The reasons that terminate membership also constitute an impediment to election.
(4) Regarding the determination, qualifications, election, and similar matters of the independent members to serve on the Board of Directors, actions shall be taken in accordance with the provisions of the Capital Markets Legislation and Banking Legislation.

Duties of the Board of Directors

ARTICLE 19 - (1) The Bank shall be managed and represented by the Board of Directors. The Board of Directors is obligated to perform the duties and exercise the authorities granted to it pursuant to the Turkish Commercial Code, Banking Legislation, Capital Markets Legislation, and other relevant legislation. The Board of Directors is authorized to delegate its management authority and/or representation authority, in part or in whole, through an internal directive to be issued pursuant to the provisions of Articles 367 to 375 of the Turkish Commercial Code. Within the scope of this article, the unlimited and limited authorized signatories of the Bank, as well as the scope and degree of their signature authorities, shall be determined by the Board of Directors, registered in the trade registry, and announced in the Turkish Trade Registry Gazette.
(2) In order for the documents to be issued, certificates to be given, and contracts to be signed on behalf of the Bank to be valid and binding upon the Bank, they must bear the signatures of two persons from among those authorized by the Board of Directors to represent and bind the Bank, placed under the trade name of the Bank or a stamp indicating the title.

(3) The Board of Directors is authorized to make decisions regarding matters related to the employment of personnel.

Terms of Office of the Board Members and Termination of Membership

ARTICLE 20 - (1) Members of the Board of Directors may be elected for a maximum period of three years, according to the decision to be made by the General Assembly.
(2) Members of the Board of Directors who have not attended three consecutive meetings without obtaining permission from the Board of Directors, for whatever reason or necessity, or who have not attended half of the meetings held within one accounting period, even if intermittently, shall be deemed to have resigned.

Meetings of the Board of Directors

ARTICLE 21 - (1) The Board of Directors shall convene upon the call of the Chairman or the Vice Chairman of the Board of Directors as the Bank's business requires. The Board shall convene at least once a month.
(2) As a rule, Board of Directors meetings shall be held in the city where the Bank's headquarters is located. However, a meeting may be held at another location with the consent of the majority of the total membership.
(3) The agenda of the Board of Directors shall be determined by the chairman or the deputy making the call at least 24 hours before the meeting and shall be sent to the members in any manner along with the meeting invitation or delivered by hand.
(4) In urgent cases, items may be added to the agenda upon the request of the Chairman of the Board of Directors. Members of the Board of Directors may also submit motions regarding matters related to taking a Board of Directors Decision.
(5) The Board of Directors shall convene with the majority of the total number of members and shall take its decisions by the majority of the members present at the meeting.
(6) Board of Directors meetings may be conducted in physical and/or electronic environments.
(7) Those entitled to attend the Bank's Board of Directors Meeting may also participate in these meetings electronically pursuant to Article 1527 of the Turkish Commercial Code. The Bank may establish an Electronic Meeting System that allows rightsholders to participate in and vote at these meetings electronically, in accordance with the provisions of the Communiqué on Meetings of Commercial Companies to be Held via Electronic Means Other Than General Assemblies of Joint Stock Companies, or it may purchase services from systems established for this purpose. In the meetings to be held, it shall be ensured that rightsholders can exercise their rights specified in the relevant legislation within the framework specified in the provisions of the Communiqué, through the system established pursuant to this provision of the Articles of Association or the system from which support services are obtained.

Remuneration of the Board Members

ARTICLE 22 - Members of the Board of Directors shall be paid a monthly salary, bonuses, attendance fees, and/or a share of the annual profit in the amounts determined by the General Assembly.

General Manager

ARTICLE 23 - (1) The Board of Directors shall appoint a member who possesses the qualifications of a General Manager pursuant to the Banking Law as the General Manager. The Chairman of the Board of Directors cannot be elected as the General Manager.
(2) The Board of Directors may delegate its duties and authorities, in part or in whole, to the General Manager. The General Manager ensures the coordination of the effective and sound execution of the Bank's activities, in addition to the duties prescribed for the General Manager by the Banking Law and relevant legislation, as well as all administrative transactions of the Bank.

Committees

ARTICLE 24 - The Board of Directors of the Bank shall establish the necessary and required committees pursuant to the provisions of the Turkish Commercial Code, Banking Law, and Capital Markets Law, as well as the related regulations. Committees established in this manner shall have the status of an organ of the Bank. The principles governing the committees' meeting arrangements, operations, and reporting shall be determined, regulated, and amended by the Board of Directors.

Independent Auditor

ARTICLE 25 - Regarding the election and dismissal of auditors and the termination of the audit contract, the provisions of the Turkish Commercial Code, Capital Markets Legislation, and other relevant legislation shall apply.

Distribution of Profit

ARTICLE 26 - (1) The amount remaining after taxes and other legal obligations are deducted from the gross profit of the Bank is the net profit for the period.
(2)The distribution of the Bank's net profit for the period shall be carried out as follows:
a) Five percent (5%) shall be set aside as a general statutory reserve until it reaches 20% of the paid-in basic capital. In the event that the statutory reserve falls below 20% of the paid-in capital, the setting aside of reserves shall continue until this amount is reached.
b)From the remaining profit, the first dividend distribution shall be carried out in accordance with the provisions of the Turkish Commercial Code, Banking Law, and other relevant legislation.
c)Subject to approval by the General Assembly, and provided that the ratio and amount are specified by the General Assembly, a share of the profit may be given to the members of the board of directors and the Bank personnel, not exceeding three times their gross monthly salaries and limited to the duration of their service.
d) Other allowances and reserves deemed necessary by the Turkish Commercial Code and the General Assembly shall be set aside, and an amount to be decided by the General Assembly shall be set aside to be distributed to the shareholders as a "second dividend share."
e) The remaining profit shall be set aside as a reserve.
(3) The procedures for the distribution of profit shares to be paid to the members of the Board of Directors and the bank personnel shall be determined by the Board of Directors.

Accounting Period and Accounting System

ARTICLE 27 - (1) The accounting period of the Bank starts on the first day of January and ends on the last day of December of each year.
(2) The Bank shall establish the accounting for its records and transactions and maintain its commercial books in line with the provisions contained in the accounting and reporting standards published by the Public Oversight, Accounting and Auditing Standards Authority and the accounting regulations published by the Banking Regulation and Supervision Agency, pursuant to the relevant laws or Presidential decrees. The opening, use, and closing approval and certification procedures for the maintenance of commercial books in physical and/or non-physical environments shall be carried out in accordance with the provisions of the Turkish Commercial Code and the relevant Law.
(3) Financial statements shall be prepared by the Bank in accordance with the accounting and recording system specified in the second paragraph, announced within the specified periods, and submitted to the relevant authorities.

Announcements

ARTICLE 28 - Announcements shall be made within the framework of the Turkish Commercial Code, Banking Law, Capital Markets Law, and other relevant legislation.

Compliance with Corporate Governance Principles

ARTICLE 29. - The Corporate Governance Principles, the implementation of which is made mandatory by the Capital Markets Board, shall be complied with. Transactions conducted and board of directors' decisions taken in violation of the mandatory principles are invalid and shall be deemed contrary to the Articles of Association. Regarding transactions considered significant for the implementation of Corporate Governance Principles, all related-party transactions of the Bank, and transactions involving the provision of guarantees, pledges, or mortgages in favor of third parties, the regulations of the Capital Markets Board on corporate governance shall be complied with. The provisions of the Banking Legislation regarding this matter are reserved.

Matters Not Provided For

ARTICLE 30 - In matters not provided for in these Articles of Association, the relevant provisions of Law No. 7147 regulating the establishment of the Bank, the Turkish Commercial Code, the Capital Markets Law, the Banking Law, and other relevant legislation shall apply.

Donations and Aid

ARTICLE 31 - Unless otherwise decided by the General Assembly, the Bank may make donations and provide aid within the framework of the provisions of the Banking Legislation and Capital Markets Legislation and within the determined limits.

Turkish Trade Registry Gazettes (TTRG) Where Amendments to the Articles of Association Are Published