Pre-Annual General Meeting Information • May 13, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
Trade Registry and Number: İstanbul – 83467
Our Company will hold its Annual Ordinary General Meeting to examine the activities of the year 2024 and to discuss and settle the agenda written below on 24.03.2025 Monday at 15:30, at Divan Istanbul Oteli, Asker Ocağı Cad. No:1 Elmadağ, Şişli - İstanbul (Phone: 0212 315 55 00).
Financial Statements related to year 2024, Independent Audit Report, Dividend Distribution Proposal, amendment draft regarding the amendment of the articles of association, Annual Report with its attached Corporate Governance Compliance and Sustainability Principles Compliance and the detailed Information Sheet that includes these agenda and required explanations for compliance with the Capital Markets Board Regulations shall be ready for esteemed shareholders to examine, within the legal period of 3 weeks excluding announcement and meeting day prior to the Annual General Meeting at head office of the Company, at corporate website www.otokar.com.tr and the Electronic Annual General Meeting System of Central Registry Agency (CRA).
The shareholders who are unable to attend the Annual General Meeting in person, save for the rights and obligations of the ones participating electronically via the Electronic General Assembly System, shall prepare their proxy documents as per the legislation, or shall obtain a proxy sample form from Yapı Kredi Yatırım Menkul Değerler A.Ș. (Yapı Kredi Plaza / Levent-Istanbul), our Company, or from the corporate website at www.otokar.com.tr in accordance with the requirements of the Communiqué No. II-30.1, Use of Proxy Vote and Proxy Collection through Invitation, enacted on 24 December 2013 and published in Official Gazette No. 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. The proxy documents which do not comply with the requirements of the aforementioned Communiqué, and the sample form attached within the invitation to the general assembly meeting document shall not be accepted, given our legal liability.
Shareholders intending to vote via the Electronic General Meeting System are requested to obtain information from the Central Registry Agency, our Company's website at www.otokar.com.tr or from Company's headquarters (Tel:0 216 489 29 50) to ensure that they comply with the provisions of the by-laws for the Electronic Shareholders Meeting.
Pursuant to Paragraph 4 of Article 415 of Turkish Commercial Code No. 6102 and Paragraph 1 of Article 30 of the Capital Markets Law, the right to attend the General Assembly and voting rights shall not be conditional on depositing the share certificates. Accordingly, shareholders participating in the General Assembly do not need to block their shares.
At the Ordinary General Assembly Meeting, the voters shall use open voting system by raising hands, without prejudice to the provisions of electronic voting regarding the voting of each item on the agenda.
In accordance with the Law No. 6698 on Protection of Personal Data, the detailed information about processing personal datas by our company can be obtained from Personal Data Protection and Processing Policy of Otokar Otomotiv ve Savunma Sanayi A.Ş. which is shared with public on www.otokar.com.tr.
Pursuant to the Capital Markets Law, shareholders holding registered shares that are traded on the stock exchange will not receive a separate registered invitation letter for the meeting.
All right holders and stakeholders as well as the press are invited to the General Assembly Meeting.
Annex : Agenda, Amendment draft regarding the amendment of the articles of association and Power of attorney
5- Acquittal of each member of the Board of Directors in relation to the activities of Company in 2024,
6- Approval of the changes to be made in the Company's "Dividend Distribution Policy" for 2025 and the following years, in accordance with the Capital Markets Board regulations.
7- Approval, or approval with amendments or refusal of the Board of Directors' proposal for profit distribution for the year 2024 and the distribution date which prepared in accordance with the Company's Profit Distribution Policy,
8- Provided that the necessary approvals have been obtained from the Capital Markets Board of Turkey and the Ministry of Trade; approval, or approval with amendment or refusal of the Board of Directors' offer for amending Article 7 titled "Capital" and Article 5 titled "Head Office and Branches of the Company" of the Company Articles of Association,
9- Determination of the number and the term of duty of the members of the Board of Directors and election of the members base on the determined number, election of the Independent Board Members,
10- As per the Corporate Governance Principles, informing and approval the shareholders regarding the "Remuneration Policy for members of the Board of Directors and the Senior Executives" and regarding the payments made under this policy and related payments,
11- Determination of the annual gross fees to be paid to the members of the Board of Directors,
12- Approval of the Independent Audit Firm selected by the Board of Directors as per the regulations of the Turkish Commercial Code, Capital Market Board and Public Oversight Accounting and Auditing Standards
13- Giving information to the shareholders regarding the donations made by the Company in 2024 in accordance with the Company's Donation and Sponsorship Policy and determination of an upper limit for donations to be made in 2025,
14- In accordance with the Capital Markets Board regulations, informing the shareholders about guarantees, pledges, mortgages and surety granted in favor of third parties by the Company and its subsidiaries in 2024 and of any benefits or income,
15-Pursuant to Articles 395 and 396 of the Turkish Commercial Code and CMB regulations, authorization of the shareholders with management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree; and presentation to the shareholders, of the transactions carried out thereof in the 2024 pursuant to the Corporate Governance Communiqué of the Capital Markets Board,
The company's legal headquarters is located at Aydınevler Mahallesi, Saygı Caddesi, No. 58, A Blok, 34854, Maltepe, Istanbul, whereas its business headquarters is located at Atatürk Caddesi, No. 6, 54580, Arifiye, Sakarya. In case of change of address, the new address shall be registered in the Trade Registry and announced in Turkey's Trade Registry Gazette. Also, it shall be notified to the Ministry of Customs and Trade and Capital Markets Board. The notification to the registered and announced address shall be deemed to have been made to the Company. The failure of a company to register and announce its new address despite leaving its registered and announced address is considered to be a reason for termination.
If the company opens new branches, such branches shall be registered in the Trade Registry and announced in Turkey's Trade Registry Gazette.
The company accepted the registered capital system in line with the provisions of the Law No. 2499 and switched to the system with the permission of the Capital Markets Board dated March 7, 1996, and No. 15/263.
The company's registered capital ceiling amounts to TL100,000,000 (one hundred million Turkish Lira), and it is divided into 10,000,000,000 (ten billion) registered shares each having a value of 1 (one) Kuruş.
The registered capital ceiling permission granted by the Capital Markets Board is valid for the period between 2021 and 2025 (5-year). Although the company has not reached the permitted registered capital ceiling at the end of 2025, it is mandatory for the Board of Directors to obtain a permission from the Capital Markets Board for the previous or a new ceiling amount, and then obtain authorization from the General Assembly for a new period that shall not exceed five years to be able to adopt a capital increase resolution after 2025. The company shall not be able to increase capital through the Board of Directors if it cannot obtain such authorization.
The company's issued capital amounts to TL 120,000,000 (one hundred twenty million Turkish Lira), and it was paid free from collusion in full and covered. Finally, the Company's capital of 24.000.000 TL was increased by 96.000.000 TL to 120.000.000 TL, fully covered by internal resources.
The company's shares are registered shares. The shares representing the capital shall be monitored in line with dematerialization principles.
The company shall be able to increase or decrease its capital, when necessary, in line with the provisions of the Turkish Commercial Code and Capital Markets Legislation.
The Board of Directors shall be authorized to increase the issued capital by issuing new shares up to the registered capital ceiling in line with the provisions of the Capital Markets Law and adopt resolutions to restrict privileged shareholders' rights, limit shareholders' right to acquire new shares and issue shares lower than premium or nominal values. The authority to restrict new share acquisition shall not be used to lead to inequality among shareholders.
The company's headquarters is located at Çekmeköy/İSTANBUL. The company's address is Taşdelen Mahallesi Sırrı Çelik Bulvarı No:5 Çekmeköy – İSTANBUL In case of change of address, the new address shall be registered in the Trade Registry and announced in Turkey's Trade Registry Gazette. Also, it shall be notified to the Ministry of Customs and Trade and Capital Markets Board. The notification to the registered and announced address shall be deemed to have been made to the Company. The failure of a company to register and announce its new address despite leaving its registered and announced address is considered to be a reason for termination.
If the company opens new branches, such branches shall be registered in the Trade Registry and announced in Turkey's Trade Registry Gazette.
The company accepted the registered capital system in line with the provisions of the Law No. 2499 and switched to the system with the permission of the Capital Markets Board dated March 7, 1996, and No. 15/263.
The company's registered capital ceiling amounts to TL 3,000,000,000 (three billion Turkish Lira), and it is divided into 300,000,000,000 (three hundred billion) registered shares each having a value of 1 (one) Kuruş.
The registered capital ceiling permission granted by the Capital Markets Board is valid between 2025 and 2029 (5 year). Although the company has not reached the permitted registered capital ceiling at the end of 2029, it is mandatory for the Board of Directors to obtain a permission from the Capital Markets Board for the previous or a new ceiling amount, and then obtain authorization from the General Assembly for a new period that shall not exceed five years to be able to adopt a capital increase resolution after 2029. The company shall not be able to increase capital through the Board of Directors if it cannot obtain such authorization.
The company's issued capital amounts to TL 120,000,000 (one hundred twenty million Turkish Lira), and it was paid free from collusion in full and covered.
The company's shares are registered shares. The shares representing the capital shall be monitored in line with dematerialization principles.
The company shall be able to increase or decrease its capital, when necessary, in line with the provisions of the Turkish Commercial Code and Capital Markets Legislation.
The Board of Directors shall be authorized to increase the issued capital by issuing new shares up to the registered capital ceiling in line with the provisions of the Capital Markets Law and adopt resolutions to restrict privileged shareholders' rights, limit shareholders' right to acquire new shares and issue shares lower than premium or nominal values. The authority to restrict new share acquisition shall not be used to lead to inequality among shareholders.
At the Ordinary Annual General Meeting of OTOKAR OTOMOTİV VE SAVUNMA SANAYİ A.Ş.that will be held on 24.03.2025, Monday at 15:30 at Divan İstanbul Oteli Asker Ocağı Cad. No:1 Elmadağ, Şişli - İstanbul, I appoint to be authorized _______________ below introduced in detail, to represent me, to vote, to make an offer and to sign the required documents in accordance with the opinions I stated below.
Proxy's(*);
Name and Lastname/Trade Name:
T.R. Identification Number/Tax ID , Trade Registry Number and Central Registration System no:
(*)It is mandatory to submit the aforesaid informations' equivalent if any for the foreign proxys.
For the chapters 1 and 2 given below, it is a must to chose (a), (b) or (c) to determine the scope of power of attorney.
a) The Proxy is authorized to vote in the directon of his/her own opinion.
b) The Proxy is authorized to vote in the directon of proposal of the corporation board.
c) The Proxy is authorized to vote in the directon of the following instructions.
Instructions:
In case of (c) to be selected by the shareholder , the instructions specific to the agenda item will be given by marking the one of the options (accept and reject) toward the related Annual General Meeting agenda item and if reject option to be selected, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.
| Agenda Options | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1- Opening and Election of the Chairman of Meeting | |||
| 2- Reading, discussion and approval of the Annual Report of year 2024 prepared by the Board of Directors |
|||
| 3- Reading of the summary report of the Independent Audit Firm of 2024 Fiscal Period |
|||
| 4- Reading, discussion and approval of the Financial Statements of 2024 Fiscal Period |
|||
| 5- Acquittal of each member of the Board of Directors in relation to the activities of Company in 2024 |
|||
| 6- Approval of the changes to be made in the Company's "Dividend Distribution Policy" for 2025 and the following years, in accordance with the Capital Markets Board regulations. |
|||
| 7- Approval, or approval with amendments or refusal of the Board of Directors' proposal for profit distribution for the year 2024 and the distribution date which prepared in accordance with the Company's Profit Distribution Policy, |
|||
| 8- Provided that the necessary approvals have been obtained from the Capital Markets Board of Turkey and |
1 This Proxy statement is effective only for the related annual general meeting and its legaly follow up meetings as long as there are no new proxy.
| the Ministry of Trade; approval, or approval with amendment or refusal of the Board of Directors' offer for amending Article 7 titled "Capital" and Article 5 titled "Head Office and Branches of the Company" of the Company Articles of Association, |
||
|---|---|---|
| 9- Determination of the number and the term of duty of the members of the Board of Directors and election of the members base on the determined number, election of the Independent Board Members |
||
| 10- As per the Corporate Governance Principles, informing and approval the shareholders regarding the "Remuneration Policy for members of the Board of Directors and the Senior Executives" and regarding the payments made under this policy and related payments |
||
| 11- Determination of the annual gross fees to be paid to the members of the Board of Directors |
||
| 12- Approval of the Independent Audit Firm selected by the Board of Directors as per the regulations of the Turkish Commercial Code, Capital Market Board and Public Oversight Accounting and Auditing Standards |
||
| 13- Giving information to the shareholders regarding the donations made by the Company in 2024 in accordance with the Company's Donation and Sponsorship Policy and determination of an upper limit for donations to be made in 2025, |
||
| 14- In accordance with the Capital Markets Board regulations, informing the shareholders about guarantees, pledges, mortgages and surety granted in favor of third parties by the Company and its subsidiaries in 2024 and of any benefits or income in accordance with Capital Markets Board legislation |
||
| 15- Authorization of the shareholders that have management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders of the transactions carried out thereof in the year 2024 pursuant to the Corporate Governance Communique of the Capital Markets Board, |
||
| 16- Wishes and Opinions |
| a)The Proxy is authorized to vote in the directon of his own opinion. | |
|---|---|
| ----------------------------------------------------------------------- | -- |
b) The Proxy is not authorized to represent about this topic.
c) The Proxy is authorized to vote in the directon of the special instructions given below.
SPECIAL INSTRUCTIONS; the special instructions if any that will be given to proxy by the shareholder are listed here.
b) Number / Group :**
c) Amount-Nominal Value :
d) Share with privileged voting rights or not :
e) Bearer-Registered :*
f) Ratio of the total shares/voting rights of the shareholder :
*Those informations are not requested for the registered shares.
**Rather than the number related to the shares, the information related to the group of shares shall take place.
NAME LASTNAME OR TITLE OF THE SHAREHOLDER (*)
T.R. Identification Number/Tax ID , Trade Registry &Number and Central Registration System no:
Address:
(*)It is mandatory to submit the aforesaid informations' equivalent if any for the foreign proxys.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.