Türkiye Halk Bankasi : 2024 May 08-Information Document

TÜRKİYE HALK BANKASI A.Ş.

INFORMATION DOCUMENT FOR THE ANNUAL GENERAL MEETING

JUNE 06, 2024

Pursuant to the relevant provisions of the Turkish Commercial Code, the 2023 Ordinary General Assembly of our Bank, at which the agenda items set forth shall be discussed, shall be held on Thursday, June 06 2024 at 10.00 at the Head Office located at Finanskent Mah. Finans Cad. No:42/1 Ümraniye/İstanbul Pursuant to Article 437 of the Turkish Commercial Code, the Financial Statements, the Dividend Distribution Statement, the Annual Report of the Board of Directors, the Report of the Board of Auditors, the Independent Audit Report, and other documents of our Bank relevant to the agenda 2023 shall be made available at the Head Office Building for the shareholders to examine on Wednesday, May 15, 2024 at the latest. In addition, the aforementioned documents and their annexes shall be accessible via the Internet at https://www.halkbank.com.tr/en/investor-relations/corporate-governance/general- assembly. html and https://www.halkbank.com.tr/en/investor-relations/financial-information /financial-reports.html.

Pursuant to the Turkish Commercial Code No 6102, the Capital Markets Law No 6362, and other relevant legislation adopted in accordance with these laws, shareholders may attend the General Assembly using the "Electronic General Assembly System" (EGAS), an electronic platform provided by the Central Registry Agency (CRA), or by presenting themselves in person at the location of the General Assembly.

Attending the General Assembly via EGAS

Shareholders who have dematerialized their shares in their own names may attend the General Assembly in person or by proxy provided that they obtain a qualified electronic certificate and that they complete the EGAS trainings. Shareholders can obtain further information about how they can attend the General Assembly via EGAS by visiting the website of the Central Registry Agency.

Shareholders who declare that they will attend the General Assembly via EGAS may not attend the General Assembly in person.

Attending the General Assembly in Person

1. Real person shareholders must present an identity card which bears their Turkish Identification Number.
2. If real person shareholders have designated a proxy via EGAS, the proxy must present an identity card which bears their Turkish Identification Number.
3. If real person shareholders have not designated a proxy via EGAS, the proxy must present an identity card which bears their Turkish Identification Number and a power of attorney given below which shows that they have been designated as a proxy.
4. Proxies designated by real person shareholders may attend the General Assembly by presenting an identity card that bears their Turkish Identification Number and a power of attorney given below which proves that they have been designated as a proxy.

Proxies who will attend the General Assembly must use the sample power of attorney given below. The powers of attorney must be notarized and, if they will not be notarized, the shareholder's notarized circular of signature must be attached to the power of attorney.

(Annex-1)

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The power of attorney must bear the following information: name of the company; date of the General Assembly; the full name and Turkish Identity Number of the proxy; the number of shareholder shares; the full name, title, Turkish Identification Number/Taxpayer Identification Number and signature of the shareholder. Powers of attorney which do not bear any of this information shall be considered invalid.

Custodial institutions may attend the General Assembly as representing shareholders who hold shares in their accounts, by being authorized by shareholders via EGAS. If the said institutions authorize their own employees to attend the General Assembly in person, these persons must present, in addition to their powers of attorney, the Power of Attorney and Instruction Notice Form contained in the Regulation on the "Procedures and Principles Regarding the General Assemblies of Joint Stock Companies and Ministry of Representatives to be Present at these Assemblies" issued by the Ministry of Customs and Trade.

TÜRKİYE HALK BANKASI A.Ş.

BOARD OF DIRECTORS

AGENDA:

1. Opening and formation of the General Assembly Presidency,
2. Reading and discussion of the 2023 Annual Report prepared by the Board of Directors, the Independent Audit Report, and the Report of the Board of Auditors,
3. Reading, discussion and approval of the financial statements for the 2023 financial and fiscal year,
4. Reading, discussion and approval of the Profit Distribution Tables for year 2023 proposed by the Board of Directors,
5. Discharging of the members of the Board of Directors and Board of Auditors from any liability,
6. Election of the members of the Board of Directors and the Board of Auditors,
7. Determination of the remuneration of members of the Board of Directors and the Board of Auditors,
8. Approval of the audit firm, which is selected by the Board of Directors and which will conduct the independent audit activities in 2024,
9. As to the year 2022; approval for the return of reserves, which had been transferred to the special fund account as per the duplicated article 298-ç and the Temporary article 32 of the Tax Procedure Law No. 213, to the extraordinary reserves account within the scope of the duplicated article 298-ç and the Temporary article 33 of the Tax Procedure Law No. 213 as well as the Tax Procedure Law Circular No. 165, promulgated thereunder,
10. Submission of information to the General Assembly regarding the donations made in the business year of 2023,
11. Authorization of the Board of Directors to permit the members of the Board of Directors to engage in activities mentioned in Article 395 and Article 396 of the Turkish Commercial Code and submission of information to the General Assembly pursuant to Article 1.3.6 of the Corporate Governance Principles issued by the Capital Markets Board of Turkey,
12. Submission of information to the General Assembly about the share buy-back and sale- back transactions as per the resolution of the Board of Directors,
13. Requests and Closing.

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ADDITIONAL EXPLANATIONS PURSUANT TO THE COMMUNIQUE ON

CORPORATE GOVERNANCE

1-) Ownership Structure

Latest ownership and capital structure of the bank is shown below and there are no privileged shareholders in the bank.

HALKBANKASI SHAREHOLDER STRUCTURE (TRY)

	SHAREHOLDER			PAID-IN CAPITAL			SHAREHOLDING
			(TRY)			(%)
	Turkey Wealth Fund	6,573,603,541.963		91.4934811
	Free Float	611,092,845.592		8.5053824
	Other	81,654.408		0.0011365
	TOTAL			7,184,778,041.963			100.0000000

2-) Information regarding changes in management and business that would significantly affect the operations of the Bank or the Subsidiaries of the Bank

There are no changes in management and business that significantly affected the operations of the Bank or the Subsidiaries of the Bank in the past financial period.

3-) Written requests of the shareholders in relation to adding a clause to the agenda

There have been no written requests by the shareholders conveyed to the Investor Relations Department in relation to adding a clause to the agenda within the period.

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EXPLANATIONS ON AGENDA ITEMS

1. Opening and formation of the General Assembly Presidency,

The Board of Presidency will be established in accordance with Turkish Commercial Code No: 6102 and the provision of the Article 15 of the Bank's Articles of Association.

2. Reading and discussion of the 2023 Annual Report prepared by the Board of Directors, the Independent Audit Report, and the Report of the Board of Auditors,

Annual Report prepared by the Board of Directors, the Independent Audit Report and the Report of the Board of Auditors, which have been submitted for the review of the shareholders at the Bank's Head Office Building, on the Bank's website (www.halkbank.com.tr), on the Public Disclosure Platform and on EGAS will be read and

submitted for the shareholders' discussion.

(Annex-2)

3. Reading, discussion and approval of the financial statements for the 2023 financial and fiscal year,

Financial statements for the year 2023, which have been submitted for the review of the shareholders at the Bank's Head Office Building, on the Bank's website (www.halkbank.com.tr) and EGAS will be read and submitted for the shareholders' discussion and approval.

4. Reading, discussion and approval of the Profit Distribution Tables for year 2023 proposed by the Board of Directors,

Profit Distribution Tables for 2023 proposed by the Board of Directors, which has been submitted for the review of the shareholders at the Bank's Head Office Building, on the Bank's website (www.halkbank.com.tr), on the Public Disclosure Platform and on EGAS will

be read and submitted for the shareholders' discussion and approval.

(Annex-3)

5. Discharging of the members of the Board of Directors and Board of Auditors from any liability,

Discharging of the members of the Board of Directors and the Board of Auditors for the year 2023 regarding their operations, transactions and accounts will be submitted for the shareholders' approval.

6. Election of the members of the Board of Directors and the Board of Auditors,

Elections will be held for the Members of the Board of Directors and the Board of Auditors.

7. Determination of the remuneration of members of the Board of Directors and the Board of Auditors,

In accordance with the provisions of the Articles 23 and 31 of the Bank's Articles of Association the remuneration of Members of the Board of Directors and the Board of Auditors will be determined.

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8. Approval of the audit firm, which is selected by the Board of Directors and which will conduct the independent audit activities in 2024,

In accordance with the Article 399 of Turkish Commercial Code No: 6102 and the provision of the Article 30 of the Bank's Articles of Association, KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., which was selected by the Board of Directors for independent audit activities of the Bank in 2024 will be submitted for the General Assembly' approval.

9. As to the year 2022; approval for the return of reserves, which had been transferred to the special fund account as per the duplicated article 298-ç and the Temporary article 32 of the Tax Procedure Law No. 213, to the extraordinary reserves account within the scope of the duplicated article 298-ç and the Temporary article 33 of the Tax Procedure Law No. 213 as well as the Tax Procedure Law Circular No. 165, promulgated thereunder;

As to the year 2022; the return of reserves, which had been transferred to the special fund account as per the duplicated article 298-ç and the Temporary article 32 of the Tax Procedure Law No. 213, to the extraordinary reserves account within the scope of the duplicated article 298-ç and the Temporary article 33 of the Tax Procedure Law No. 213 as well as the Tax Procedure Law Circular No. 165, promulgated thereunder, will be submitted for the General Assembly's approval.

10. Submission of information to the General Assembly regarding the donations made in the business year of 2023,

Information will be presented to the General Assembly about the donations made in 2023.

11. Authorization of the Board of Directors to permit the members of the Board of Directors to engage in activities mentioned in Article 395 and Article 396 of the Turkish Commercial Code and submission of information to the General Assembly pursuant to Article 1.3.6 of the Corporate Governance Principles issued by the Capital Markets Board of Turkey,

The authorization of the Board of Directors to permit the members of the Board of Directors to engage in activities mentioned in Article 395 and 396 of the Turkish Commercial Code will be submitted for the approval of the General Assembly. Further, in case of any transactions executed in the scope of the relevant the Article 1.3.6 of the Corporate Governance Principle, information on these transactions will be presented to the General Assembly.

12. Submission of information to the General Assembly about the share buy-back and sale- back transactions as per the resolution of the Board of Directors,

Information will be presented to the General Assembly about the share buy-back and sale- back transactions executed as per the resolution of the Board of Directors within the context of the Capital Markets Board Communique on Share Buy-backs.

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Annex-1

POWER OF ATTORNEY

I hereby designate ________________ as my proxy to represent me as per the opinions I have stated

below, to represent me, to vote, to make proposals and to sign documents at the Ordinary General Assembly of Halkbank to be held on Thursday, June 06 2024 at 10.00 at the Head Office of Finanskent Mah. Finans Cad. No:42/1 Ümraniye/İstanbul.

PROXY'S (*)

Full Name/Title:

Turkish Identification Number/Tax Identification Number, Trade Registry Number and MERSİS

Number:

(*)Proxies who are non-Turkish citizens must submit, if existing, the equivalent of these information, requested above.

A) SCOPE OF THE POWER OF ATTORNEY

For sections 1 and 2, the scope of the attorney shall be determined by choosing (a), (b) or (c) given below.

1. ABOUT THE AGENDA ITEMS OF THE GENERAL ASSEMBLY a) The Proxy is authorized to vote in line with his/her own views.

b) The Proxy is authorized to vote in line with the proposals made by the company management. c) The Proxy is authorized to vote in line with the instructions contained in the table below.

Instructions:

If the shareholder chooses (c), he/she provides instructions to the proxy by choosing (accepting/rejecting) one of the options in front of the relevant agenda items. If the shareholder makes a rejection, he/she inserts his/her dissenting opinion, if any, to be recorded in the minutes of the General Assembly.

Agenda Items	Accept	Reject	Dissenting
Opinion

1.Opening and formation of the General Assembly Presidency

2.Reading and discussion of the 2023 Annual Report prepared by the Board of Directors, the Independent Audit Report, and the Report of the Board of Auditors

3.Reading, discussion and approval of the financial statements for the 2023 financial and fiscal year

4.Reading, discussion and approval of the Profit Distribution Tables for year 2023 proposed by the Board of Directors

5.Discharging of the members of the Board of Directors and Board of Auditors from any liability

6.Election of the members of the Board of Directors and the Board of Auditors

7.Determination of the remuneration of members of the Board of Directors and the Board of Auditors

8.Approval of the audit firm, which is selected by the Board of Directors and which will conduct the independent audit activities in 2024

9. As to the year 2022; approval for the return of reserves, which had been transferred to the special fund account as per the duplicated article 298-ç and the Temporary article 32 of the

Tax Procedure Law No. 213, to the extraordinary reserves account within the scope of the duplicated article 298-ç and the

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Temporary article 33 of the Tax Procedure Law No. 213 as well as the Tax Procedure Law Circular No. 165, promulgated thereunder,

10.Submission of information to the General Assembly regarding the donations made in the business year of 2023,

11.Authorization of the Board of Directors to permit the members of the Board of Directors to engage in activities mentioned in Article 395 and Article 396 of the Turkish Commercial Code and submission of information to the General Assembly pursuant to Article 1.3.6 of the Corporate Governance Principles issued by the Capital Markets Board of Turkey

12.Submission of information to the General Assembly about the share buy-back and sale-back transactions as per the resolution of the Board of Directors

13.Requests and Closing

2. Special instruction regarding other issues that may arise during the General Assembly and especially on the use of minority rights:

a) The Proxy is authorized to vote in line with his/her own views.

b) The Proxy is authorized to represent the shareholder regarding these issues.

c) The Proxy is authorized to vote in line with the special instructions listed below

SPECIAL INSTRUCTIONS: Shareholder gives his/her special instructions, if any, to the Proxy here.

1. SHAREHOLDER CHOOSES ONE OF THE OPTIONS BELOW TO DESIGNATE THE SHARES HE/SHE WANTS THE PROXY TO REPRESENT

1. I hereby authorize the proxy to represent my shares, the details of which are given below. a) Order and series:*
   b) Number/Group:**
   c) Amount-Nominal Value:
   d) Voting or Non-voting Share: e) Bearer or Registered Share:*
   f) Ratio of the total amount of shares owned and voting rights enjoyed by shareholder: *This information is not requested for dematerialized shares.
   **For dematerialized shares, information about the group rather than the number of shares will be provided.
2. I authorize the proxy to represent all of my shares contained in the list, prepared by the Central Registry Agency, of shareholders who may attend the General Assembly a day before the start of the General Assembly.

SHAREHOLDER'S (*)

Full Name and Title:

Turkish Identification Number/Tax Identification Number, Trade Registry Number and MERSİS Number:

Address:

(*)Shareholders who are non-Turkish citizens must submit, if existing the equivalent of the information, requested above.

Signature

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Annex-2-a

TÜRKİYE HALK BANKASI A.Ş.

BOARD OF DIRECTORS REPORT

On February 6, 2023, an earthquake with Kahramanmaraş at its epicenter struck, deeply affecting our community. We mourn the loss of ten active and seven retired Halkbank employees, and we extend our prayers for all the lives lost in the catastrophe. Our Bank acted swiftly following news of the first tremors to deliver basic needs, such as clothing, food, medicine, and containers, to the affected area. We have allocated 9.1 billion Turkish lira in aid, including a 7 billion cash donation to AFAD. Furthermore, our Bank helped the recovery of the area by postponing 56.7 billion Turkish lira of loan payments for 394,000 citizens and providing 28.2 billion Turkish lira worth of loans to 72,000 tradespeople.

Leveraging our 85 years of experience as a pillar in the sector, we at Halkbank steadfastly supported the real economy in 2023 by offering premium products and services, underpinned by our robust risk management and agility in responding to market conditions. We continued to significantly contribute to the national economy through our sustained support for Tradespeople, SMEs, and Women and Young Entrepreneurs. This support was fueled by funds from capital market instruments we issued, a broad deposit base, and an increase in capital.

In 2023, Halkbank's assets grew to 2,195.3 billion Turkish lira from 1,392.9 billion Turkish lira, marking a year-on-year increase of 57.6 percent and ranking us fourth by asset size in the sector.

The share of loans in the balance sheet was 57.9 percent at the year's end. Commercial loans, including the SME loans, rose to 1,104.1 billion Turkish lira and retail loans to 166.4 billion Turkish lira, placing us third by cash loans in the sector. In 2023, cash and non-cash loan volumes increased from 1,157.8 billion Turkish lira to 1,871.3 billion Turkish lira, up 61.6 percent year-on- year. Loan disbursement for artisan loans was recorded at 164 billion Turkish lira, as the artisan loan balance increased by 82.9 percent year-on-year to 235.1 billion Turkish lira.

We provided 54.4 billion Turkish lira in financial support to 214,000 women entrepreneurs by the end of 2023 through the Women Entrepreneurs Loan Package introduced in 2021. We at Halkbank are committed to fostering the growth of the women's entrepreneurship ecosystem through our ongoing initiatives, including the third annual Productive Women Competition, the Productive Women Academy MasterClass Brand Training Sessions, and the Women Leaders and Entrepreneurs Vision Meeting.

We support innovative ideas and projects across all sectors with the aim of strengthening the culture of entrepreneurship in our country. The Jet Luck Project, in which innovative thinkers compete to implement their fresh business ideas, supported young entrepreneurs while the Vision Meeting for Young Entrepreneurs of the Digital Future brought them together. In this context,

24.2 billion Turkish lira was provided to 137,000 entrepreneurs who sought to establish their own businesses in 2023.

In 2023, the securities portfolio expanded by 56.2 percent to 584.4 billion Turkish lira, accounting for 26.6 percent of the balance sheet. Halkbank also issued commercial bonds to qualified investors without making any public offering with a face value of 39.6 billion Turkish lira.

Halkbank's total deposit base grew by 76.5 percent to 1,872.8 billion Turkish lira, up from 1,060.9 billion Turkish lira year-on-year, ranking us third in the sector. In addition, the demand deposit volume amounted to 526.2 billion Turkish lira in 2023.

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The Bank posted a 10.1 billion Turkish lira year-end profit, maintaining its sustainable profitability in 2023. The Bank's equity increased by 41.6 percent to 128.4 billion Turkish lira, with a capital adequacy ratio of 14.26 percent.

With 41 new branches opening in 2023, Halkbank expanded its branch network to 1,079 domestic branches and ended the year with 22,219 employees.

We express our gratitude to our employees, whose dedication and efforts have propelled Halkbank's sustained growth in 2023, contributing to a profitable and productive year. We hereby submit the Board of Directors' and Auditors' Reports, as well as financial statements for the year 2023, to our esteemed shareholders and their representatives for their consideration.

	Respectfully,
Osman ARSLAN	R. Süleyman ÖZDİL
Board Member	Chairman
General Manager

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Annex-2-b

INDEPENDENT AUDITOR'S REPORT

To the General Assembly of Türkiye Halk Bankası A.Ş.

1. Report on the Audit of the Financial Statements

1. Qualified Opinion

We have audited the financial statements of Türkiye Halk Bankası A.Ş. ("the Bank"), which comprise the unconsolidated balance sheet as at 31 December 2023, and the unconsolidated statement of profit or loss, unconsolidated statement of profit or loss and other comprehensive income, unconsolidated statement of changes in shareholders' equity and unconsolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, except for the effects of the matters on the unconsolidated financial statements described in the basis for the qualified opinion paragraphs, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as at 31 December 2023, and its financial performance and its cash flows for the year then ended in accordance with "the Banking Regulation and Supervision Agency ("BRSA") Accounting and Reporting Regulations" including the regulation on "The Procedures and Principles Regarding Banks' Accounting Practices and Maintaining Documents" published in the Official Gazette dated 1 November 2006 with No. 26333, and other regulations on accounting records of banks published by the Banking Regulation and Supervision Board and circulars and pronouncements published by the BRSA and provisions of Turkish Financial Reporting Standards (TFRS) for the matters not legislated by the aforementioned regulations.

1. Basis for Qualified Opinion

The Bank reclassified the government bonds amounting to TRY 18.965.006 thousand, which were previously classified under financial assets at fair value through other comprehensive income according to the business model prepared in accordance with Turkish Financial Reporting Standard ("TFRS") 9, into financial assets measured at amortised cost and reversed the marketable securities revaluation fund accumulated under other comprehensive income or loss to be reclassified through profit or loss amounting to TRY 2.229.977 thousand on 23 May 2018. The reclassification constitutes a departure from TFRS 9. The government bonds reclassified into financial assets measured at amortised cost as at 31 December 2023 amounted to TRY 44.066.438 thousand. If such classification were not made, total assets and shareholders' equity, excluding tax effect, would be lower by TRY 6.117.199 thousand as at 31 December 2023.

We conducted our audit in accordance with the regulation on "Independent Auditing of Banks" published in the Official Gazette dated 2 April 2015 with No. 29314 and Standards on Independent Auditing ("SIA") which is a part of Turkish Auditing Standards published by the Public Oversight Accounting and Auditing Standards Authority ("POA"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics for Independent Auditors ("Code of Ethics") published by the POA, together with the ethical requirements that are relevant to our audit of the financial statements,

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