PASHA BANK ANNUAL REPOT 2024
GENARAL INFORMATION (continued) I. History of the Bank including its incorporation date, initial legal status, amendments to legal status (continued) The Bank’s Articles of Association had been amended by the resolution of the Extraordinary General Assembly, dated 15 March 2024 and registered by the Trade Registry Directorate of Istanbul on the date of 29 March 2024 and had been announced in the 11054 th issue of the Trade Registry Gazette of Türkiye, dated 29 March 2024. II. Bank’s shareholder structure, management and internal audit, direct and indirect shareholders, change in shareholder structure during the year and information on its risk group There were no changes in the Bank’s share capital, Articles of Association and ownership structure during the period and the shareholding structure of the Bank as of 31 December 2024, is stated below: Name Surname/Commercial Title Capital % PASHA Holding LLC 358,748 71.75% PASHA Bank OJSC 141,046 28.21% Other 205 0.04% Total 500,000 100.00% Paid-in-capital of the Bank is divided into 500,000,000 registered shares of TL 1.00 (full) par value. Each share has one voting right. The Bank has no preferred shares. As of 31 December 2024, the shareholders of PASHA Holding LLC are Bless LLC, Reveri LLC, Mr. Arif Pashayev and Mr. Mir Jamal Pashayev with rates of 37.50%, 37.50%, 15.00% and 10.00% respectively. As of 31 December 2024, the shareholders of PASHA Bank OJSC are PASHA Holding LLC, Bless LLC, Mr. Arif Pashayev and Mr. Mir Jamal Pashayev with rates of 56.82%, 28.18%, 9.99% and 5.01% respectively. III. Information on Bank’s board of directors chairman and members, audit committee members, chief executive officer, executive vice presidents and their responsibilities and shareholdings in the Bank Title (3) Name Education Responsibilities Chairman of the Board of Directors (1) Jalal Gasimov Postgraduate Chairman of the Board of Directors Deputy Chairman of the Board of Directors (1) Rovshan Allahverdiyev Graduate Deputy Chairman of the Board of Directors Board Member Shahin Mammadov PhD Board Member Board Member Javid Guliyev Postgraduate Board Member Board Member/Audit Committee Member Kamala Nuriyeva Postgraduate Board Member and Audit Committee Member Independent Board Member/ Audit Committee Chairperson Furkan Evranos PhD Independent Board Member and Audit Committee Chairperson Independent Board Member Nuri Tuncalı Graduate Independent Board Member Board Member and CEO Hikmet Cenk Eynehan Postgraduate Board Member and CEO Deputy CEO (Acting CEO) Ayşe Hale Yıldırım Postgraduate Corporate and Commercial Banking, Operations, Project Management, Legal, Corporate Communications, and Administrative Affairs (1) Upon allocation of duties among the members of the Board of Directors, as per Article 13 of the Articles of Association of the Bank, and by the Board resolution dated 15 March 2024 and numbered 32, it has been decided to have Jalal Gasimov continue to serve as the Chairman of the Board of Directors, and Rovshan Allahverdiyev as the Deputy Chairman of the Board of Directors, replacing Farid Mammadov. (2) Ebru Oğan Knottnerus Independent Board Member resigned from her position at our Bank on 15 March 2024. (3) Farid Mammadov Deputy Chairman/Member of the Board of Directors resigned from his position at our Bank on 18 March 2024. The Chairman and the Members of the Board of Directors, as well as the CEO and Deputy CEOs do not possess shares of the Bank directly or indirectly. 129 Financial Information and Risk Management Review PASHA Yatırım Bankası A.Ş. Notes to the Unconsolidated Financial Statements As of and for the Year Ended 31 December 2024 (Continued) (Convenience translation of publicly announced financial statements originally issued in Turkish) (Amounts are expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
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