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Amendments to the Articles of Association
ARTICLE 9 – THE BOARD OF DIRECTORS
The Bank shall be administered and represented by a Board
of Directors composed of at least six members, representing
the shareholders in a ratio corresponding to their share of
the registered capital, to be nominated or removed by these
shareholders and elected or dismissed accordingly by the
decision of the General Meeting of the shareholders. Thus, the
Libyan Arab Foreign Bank shall have the right to nominate four
Directors and to remove said Directors at any time. The Kuwait
Investment Company shall have the right to nominate two
Directors and to remove said Directors at any time. The Turkish
shareholders shall have the right to nominate four Directors and
to remove said Directors at any time.
Shareholders who purchase any share from the founders
pursuant to Article 6 hereof shall have the right to participate
in the nominations of Directors in the same manner as did the
founders from whom said shares were purchased and to an
extent proportionate to their shares.
The term of office of the initial Board of Directors shall be five
years, subject to reappointment or removal by the shareholders
nominating them. Thereafter, the term of office of the Board of
Directors shall be three years, likewise subject to reappointment
or removal by the shareholders nominating them.
The initial Board of Directors will consists of the following
members:
1-Emin Aytekin (Representing Türkiye İş Bankası A.Ş.)
2-Oral Çobanoğlu (Representing Türkiye İş Bankası A.Ş.)
3-Selçuk Aytan (Representing Anadolu Bankası A.Ş.)
4-Muhittin Gülmez (Representing Anadolu Bankası A.Ş.)
B)The Bank should also be governed by some committees
related to Corporate Governance mainly the following:
1)Audit Committee.
2)Corporate Governance Committee.
3)Risk Committee.
4)Compliance Committee.
5)Remuneration and Compensation Committee.
6)The Credit Committee.
Members of the committees designated in B above shall be
chosen by the Board of Directors.
ARTICLE 9- BOARD OF DIRECTORS
The Bank shall be administered and represented by a Board
of Directors consisting of nine members including the General
Manager that are to be elected at the General Meeting of
Shareholders in accordance with the Banking Law and the
Commercial Code.
The Board members will be elected from among persons
nominated by the shareholders as below.
So long as the current shareholding percentages are preserved,
5 members of the Board of Directors including the General
Manager are nominated by Libyan Foreign Bank, 2 members
by Türkiye İş Bankası A.Ş. and 2 members by T.C. Ziraat Bankası
A.Ş.
If the shareholding percentages change, Board members are
elected as shown below:
For each 12% shareholding in the capital of the Bank the
shareholders will nominate one member of the Board of
Directors. If a Board of Directors with nine members cannot
be constituted after distributing Board membership among
shareholders in accordance with the aforementioned principle,
the remaining board members shall be nominated by
shareholders whose remaining shareholding is less than 12%
but more than 3%. If again a board of nine members cannot
be constituted, shareholders whose remaining shares are less
than 3%will nominate members on a three years rotation basis.
In that case the holder of the larger portion shall nominate
the director for the first three year term, and the other(s) will
nominate the director for subsequent three year terms.
In case the General Manager is not elected as a board member
but attends the board as an ex officio member as required by
law, shareholders who have the right to nominate the general