AGM Information • Jun 24, 2025
AGM Information
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The Ordinary General Assembly Meeting of our Company for the fiscal year 2024 will be held on Tuesday, May 27, 2025 at 10:00 a.m. at Maslak Mah. Sümer Sok. MOB No:4 Sarıyer 34485 Istanbul to discuss and resolve the matters on the annexed agenda.
Our real person shareholders will be able to attend the meeting by submitting their identity cards, and our legal entity shareholders will be able to attend the meeting by submitting the identity cards and authorization documents of the persons authorized to represent and bind the legal entity. Those who will attend the General Assembly on behalf of the shareholders are required to submit, together with their identity documents, a proxy with certified signature by a notary public and which is in the form as announced in trade registry gazette or a signature declaration issued before a notary public together with the signed proxy. Persons who will attend the general assembly meeting on behalf of mutual fund founders representing mutual funds are not required to have the proxy with certified signature by a notary public or to attach the signature declaration issued before a notary public to the signed proxy, provided that it is documented that such persons are employees of the founder and the proxy is signed by the founder's managers with first degree signature authority as shown in the founder's signature circular.
2024 financial statements, annual report of the Board of Directors, independent audit report, dividend distribution proposal of the Board of Directors and other information and documents required to be disclosed pursuant to the applicable laws and regulations will be made available for your review at the Company headquarters located at Maslak Mah. Sümer Sok. MOB No:4 Interior Door No:74 Sarıyer 34485 Istanbul and on our Company's website at www.goodyear.com.tr.
Pursuant to Article 8 of the Company's Articles of Association, shareholders who have the right to attend the general assembly meetings may also attend and vote electronically in accordance with Article 1527 of the Turkish Commercial Code. Shareholders who wish to attend the meeting electronically in person or through their representatives are obliged to notify their preferences through the Electronic General Assembly System until one day prior to the meeting date.
We respectfully request our esteemed shareholders and their representatives to attend the meeting to be held on the above-mentioned day, time and place together with their identity cards and, if necessary, other documents mentioned above.
| Shareholder | Share in Capital (TL) | Share in Capital (%) |
|---|---|---|
| Goodyear SA | 201,420,991.34 | 74.60 |
| Publicly traded | 68,579,008.66 | 25.40 |
The total number of shares of the Company is 27,000,000,000 and there are no privileged shares.
The members of the board of directors were appointed to serve for one year at the general assembly meeting dated May 16, 2024 for the fiscal year 2023, and since their terms of office will expire, re-appointment for board membership will be held at the ordinary general assembly meeting for the fiscal year 2024.
Requests of shareholders, the Capital Markets Board and/or other public institutions and organizations related to the company regarding the inclusion of items on the agenda: No written request has been submitted for the 2024 Ordinary General Assembly meeting where the activities for 2024 will be discussed.
Annexes:
Annex 1: Agenda
Annex 2: Curriculum Vitae of Board Member Candidates and Statements of Independence of Independent Board Member Candidates
Board, numbered (II-17.1).
15. Wishes.
Board of Directors decided on 25.02.2025 to elect Muzaffer Gülten Özseven and Mustafa Taylan Baykut as independent member candidates within the scope of Corporate Governance Committee's report and sent this list to the CMB on 25.02.2025 to take the opinion of CMB. According to CMB's written response dated 10.03.2025, there is no objection received from CMB regarding the independent member candidates.
Mahmut Sarıoğlu graduated from Istanbul Technical University, Department of Electrical and Electronics Engineering in 1995. Between 1997 and 1999, Mr. Sarıoğlu worked as Sales Engineer and Special Customers Sales Manager at ABB Elektrik Sanayi A.Ş., and between 1999 and 2000 as Marketing Coordinator at 3M Sanayi ve Ticaret A.Ş.. From 2000 to 2005, Mr. Sarıoğlu worked as Marketing Manager, Consumer Channel Marketing Manager and Sales and Marketing Manager at General Electric, and from 2006 to 2011, he served as Country Manager for Turkey, Israel and Turkic Republics at the same company. Mr. Sarıoğlu most recently served as the Control, Fire and Safety Unit Manager responsible for Turkey and the Caspian Region at Johnson Controls Inc.. Sarıoğlu joined Goodyear Turkey in March 2012, where he first headed the company's Commercial tire unit. In November 2014, he was designated Director for Goodyear Turkey's Consumer tire unit, where he led the business till 2018. Mahmut Sarıoğlu worked for Goodyear Lastikleri T.A.Ş. as General Manager between 1 May 2018 and 1 July 2023 and he is currently working as Vice President of Goodyear Emerging Markets, which includes Middle East & Africa, South Africa and Turkey since July 1, 2023. From January 2024, Goodyear's operations in the Europe East region were added to Sarıoğlu's area of responsibility.
Octavian Grigore Velcan graduated from Politechnical Institute of Bucharest, Department of Metallurgical Engineer in 1990. Between 1994 and 1996, Mr. Velcan worked as Area Supervisor at Axxon Trading SRL (Germanos Group), and between 1996 and 1999 as Key Account Manager at Whirlpool Romania SRL. Velcan joined Goodyear as the Country Manager in Romania in 1999. In 2006, he was designated General Sales Director for Goodyear Dunlop Tires Bulgaria, Hungary & Romania. Then, in 2008, he was appointed as the General Manager of MEA (Middle East and Africa) and managed operations in the region for four years. In 2012, Velcan began leading the OTR (Off-The-Road Tires) business for the EMEA region (Europe Middle East & Africa) as Managing Director based in Brussels, and in 2021, he also took on the responsibility of the Aviation business. A Goodyear veteran of 25 years, Octavian Velcan appointed as Managing Director of Goodyear Lastikleri T.A.Ş. (Goodyear Turkey) in the first quarter of 2025.
Hüsniye Yılmaz, who was appointed as a member of the Board of Directors of Goodyear Lastikleri T.A.Ş. on 30.06.2022, graduated from Istanbul University Faculty of Letters and Boğazici University (BÜMED) Human Resources (HR) Management programs and has been in active business life since 1982. After starting her career in Human Resources at the US Consulate General in Istanbul, she worked as the Human Resources Manager of ABB Elektrik Sanayi A.Ş. in Turkey. In 1999, she joined General Electric (GE) in Istanbul, Turkey, where she continued her career in the Europe, Middle East and Africa organization in Belgium since 2006. Yılmaz joined Goodyear in 2011 as the Emerging Markets Human Resources Director at the Europe, Middle East and Africa (EMEA) head office and served as the HR Director for the European Consumer Tires Division and HR Director for EMEA Operations (Manufacturing and Supply Chain), respectively. In 2020, Mrs. Yılmaz was appointed as Vice President of HR for the EMEA region, a position she still holds.
François Colin de Verdière holds a master's degree in corporate law from New York University, a master's degree in corporate and tax law from Panthron-Sorbonne University and a master's degree in Management from Dauphine University. Mr. Verdière joined Goodyear in 2011 after being admitted to the New York Bar and practicing law in New York. Prior to joining Goodyear EMEA, he was an associate at Cleary Gottlieb Steen & Hamilton LLP in New York, specializing in mergers and corporate finance. At Goodyear, he served as Legal Director for several countries. Most recently, as Goodyear EMEA Deputy General Counsel, he was responsible for all legal and regulatory compliance for Goodyear EMEA.
After graduating from Istanbul University, Faculty of Economics, Department of Econometrics Muzaffer Gülten Özseven, worked in various positions in marketing and management at Elomsan - Istanbul, Cambridge Trust Company - Cambridge, MA - USA and Halk Leasing - Istanbul between 1984 and 1995. Muzaffer Özseven joined GE Healthcare as Financial Services Manager in 1995, became CFO and Board Member in 1998, GE Corporate Sales and Project Finance Vice President and GE Turkey Board Member in 2004, and finally appointed as GE Healthcare Financial Services, Senior Vice President in 2016 and continues to serve in this position. She is Independent Board Member at Goodyear Lastikleri T.A.Ş. since May 23, 2023.
After graduating from Bilkent University, Faculty of Economics, Mustafa Taylan Baykut completed his Master's degree in International Tax Law at King's College London. He worked as Senior Consultant between 1993-1998 and Tax Manager and Office Leader between 1998- 1999 at Arthur Andersen Worldwide, Senior Tax Manager at Ernst&Young between 1999- 2002, Senior Tax Manager at Sigma CPA between 2002-2005, Tax Partner at White&Case between 2005-2009, Tax Partner at Hergüner Bilgen Özeke Attorney Partnership between 2009-2011, and Tax Partner at Chadbourne Parke between 2011-2013, Head of AOS, and Board Member at Mazars Denge between 2013-2024. Baykut has been providing advisory services as a freelance advisor since September 2024. He is Independent Board Member at Goodyear Lastikleri T.A.Ş. since May 23, 2023.
12 February 2025
I hereby declare that I am a candidate to serve as an "Independent Member" on the Board of Directors of Goodyear Lastikleri T.A.Ş. ("Company") under related regulations, Articles of Association of the Company and the Corporate Governance Principles announced by the Capital Markets Board. In this regard, I declare and confirm that I bear all of the independence criterion stated under Articles 4.3.6 of the Corporate Governance Principles:
a) In the last five years, I myself, my spouse or my up to the second degree blood or affinity relatives are not or have not been; employed by as a key management personnel with significant duties and responsibilities; have not had ordinary or privileged shareholding exceeding 5% either jointly or solely by myself; or have not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders with management control of the Company or having material effect over the Company and all entities controlled by those shareholders,
b) In the last five years, I have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or have not been a shareholder (with 5% stake or more) of an entity which has had a contractual relationship with the Company for purchase or sale of goods or services such as audit (including tax audit, legal audit, and internal audit) credit rating or consulting services during the terms in which the goods or services were provided,
c) I have relevant skills, knowledge and expertise in order to duly fulfill my duties as an independent board member,
d) I do not work/will not be working full-time at public institutions and organisations, except for the faculty membership provided that it is in compliance with the relevant legislation,
e) I am residing in Turkey in accordance with the Income Tax Law No. 193 dated 31/12/1960,
f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,
h) I have not served as a member of the Board of the Company for more than six years within last ten years,
i) I am not/will not be an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders, and in more than five corporations listed on Borsa İstanbul in total,
j) I am not registered in the name of any legal entity elected as a Board member.
Muzaffer Gülten Özseven
12 February 2025
12 February 2025
I hereby declare that I am a candidate to serve as an "Independent Member" on the Board of Directors of Goodyear Lastikleri T.A.Ş. ("Company") under related regulations, Articles of Association of the Company and the Corporate Governance Principles announced by the Capital Markets Board. In this regard, I declare and confirm that I bear all of the independence criterion stated under Articles 4.3.6 of the Corporate Governance Principles:
a) In the last five years, I myself, my spouse or my up to the second degree blood or affinity relatives are not or have not been; employed by as a key management personnel with significant duties and responsibilities; have not had ordinary or privileged shareholding exceeding 5% either jointly or solely by myself; or have not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders with management control of the Company or having material effect over the Company and all entities controlled by those shareholders,
b) In the last five years, I have not been employed by as an executive having significant duties and responsibilities or have not been a member of the board or have not been a shareholder (with 5% stake or more) of an entity which has had a contractual relationship with the Company for purchase or sale of goods or services such as audit (including tax audit, legal audit, and internal audit) credit rating or consulting services during the terms in which the goods or services were provided,
c) I have relevant skills, knowledge and expertise in order to duly fulfill my duties as an independent board member,
d) I do not work/will not be working full-time at public institutions and organisations, except for the faculty membership provided that it is in compliance with the relevant legislation,
e) I am residing in Turkey in accordance with the Income Tax Law No. 193 dated 31/12/1960,
f) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
g) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibilities,
h) I have not served as a member of the Board of the Company for more than six years within last ten years,
i) I am not/will not be an independent board member in more than three of the corporations controlled by the Company or its controlling shareholders, and in more than five corporations listed on Borsa İstanbul in total,
j) I am not registered in the name of any legal entity elected as a Board member.
Mustafa Taylan Baykut
12 February 2025
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