Pre-Annual General Meeting Information • May 8, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
Ordinary General Assembly Meeting will be held on 25 April 2025, Friday at 10.00, at Levent Mahallesi, Çayırçimen Sokağı No:7 34330 BEŞİKTAŞ / İSTANBUL
We kindly request our esteemed shareholders to attend the Ordinary General Assembly Meeting of our Company either physically or electronically, by themselves or their representatives.
Real person shareholders present their identity documents to the General Assembly Meeting; legal entity shareholders are required to present the identity documents of the persons authorized to represent and bind the legal entity, along with their authorization documents. While representatives of real or legal persons participating in the meeting in the physical environment submit their representation documents and sign the list of attendees.
Pursuant to Article 1527 of the Turkish Commercial Code numbered 6102, the shareholders may participate in the General Assembly in person or vote by participating in the electronic environment. Our shareholders who wish to attend the meeting electronically are required to complete their transactions in accordance with the provisions of the "Regulation on General Assemblies in Joint Stock Companies" and "Communiqué on the Electronic General Assembly System to be Applied in the General Assemblies of Joint Stock Companies". Otherwise, they will not be able to participate in the meeting electronically. Our shareholders or their representatives who wish to attend the General Assembly Meeting of our Company electronically will attend the meeting via E-GKS, plus they are required to have a secure electronic signature and to be registered in e-MKK (Merkezi Kayıt Kuruluşu) Information Portal by entering contact information. Shareholders or their representatives, who do not have a secure electronic signature and do not register on the eMKK Information Portal, will not be able to attend the General Meeting electronically.
In the General Assembly Meeting, the voting of the agenda items will be used by open voting by show of hands, provided that the provisions for electronic voting are reserved.
Legal person or real person shareholders who cannot attend the meeting physically or electronically may let a proxy represent themselves. Proxy is appointed electronically via E-GKS and another certificate of attorney is not required. Power of Attorney Form in Annex-1 is arranged for the proxies of the shareholders to participate physically and this form is notarized or notarized signature circulars is added to the form, within the framework of the provisions of the Capital Markets Board's "Communiqué on Voting by Proxy and Proxy by Call (II-30.1)". They must be handed over to our company. Power of attorney form (Annex-1), may be obtained from Head Office or www.turkiyesigorta.com.tr.
2024 Annual Report of the Board of Directors, financial statements and independent auditors' reports with Company's articles of Association, profit distribution tables are made available at Head Office three weeks before the Meeting, also same information can be reached at www.turkiyesigorta.com.tr.
In accordance with the Capital Market Law, shareholders will not be notified by registered mail since the shares are traded on the stock exchange.
Regards,
| TÜRKİYE SİGORTA AŞ | ||
|---|---|---|
| Adress | : | Büyükdere Cad. No:110 P.K. 34394 Esentepe–Şişli/İSTANBUL |
| Internet Address | : | http://www.turkiyesigorta.com.tr/ |
| Telephone | : | (850) 202 2020 |
| : | [email protected] |
| Share Amount (TL) |
Share Rate (%) |
Voting Right | Voting Right Rate (%) |
|
|---|---|---|---|---|
| TFV Finansal Yatırımlar AŞ ** | 4,055,085.946 | 81.10 | 4,055,085.946 | 81.10 |
| Others (Shares traded on Borsa Istanbul) *** |
944,914,054 | 18.90 | 944,914,054 | 18.90 |
| TOTAL | 5,000,000,000 | 100.00 | 5,000,000,000 | 100.00 |
* As of 24 March 2025, the partnership structure has been presented.
** Turkey Wealth Fund has 100% share of TVF Finansal Yatırımlar AŞ.
***Türkiye Sigorta holds 0.43% of the Company's share capital and when the Company's share of 0.27% in the Company's share capital is added as a result of share buy-back and share sale transactions, the Company's own shareholding in its own share capital reached 0.7%.
There is no real person holding an indirect share of more than 5% in our company. Each share has one voting right and there is no privileged voting right granted to the shares representing the capital.
There is no management and activity change that took place in the previous fiscal period or planned for the upcoming fiscal periods, that would significantly affect the company activities, by our company and its major subsidiaries and affiliates. In addition, the Public Disclosure made by our Company within the scope of the relevant legislation are published on internet, https://www.turkiyesigorta.com.tr/en/investor-relations/insurance/environment-social-andgovernance/governance/material-event-disclosure and Public Disclosure Platform, https://www.kap.org.tr/en/sirket-bilgileri/ozet/975-turkiye-sigorta-a-s
There is no written request submitted to the Investor Relations Unit regarding the inclusion of an item on the agenda during the period.
Turkish Commercial Code (TCC) No. 6102, the provisions of the articles of association and the General Assembly of Joint Stock Companies The Meeting Presidency will be established to manage the General Assembly meeting within the framework of the Regulation on the Procedures and Principles of the Meetings and the Regulation on the Representatives of the Ministry of Customs and Trade to Attend These Meetings.
Under the provisions of TCC and Regulations, Integrated Activity Report of the Board of Directors for the fiscal period 01.01.2024–31.12.2024, which is presented for the review of our shareholders at our Head Office, at MKK's EGKS page, at the Public Disclosure Platform (KAP), at the Company's web address in the "Investor Relations" page of the https://www.turkiyesigorta.com.tr/en/investorrelations/insurance/library/integrated-annual-reports , will be read at the General Assembly.
Under the provisions of TCC and Regulations, Independent Audit Report for the fiscal period 01.01.2024– 31.12.2024, which is submitted for the examination of our shareholders at our Company Headquarters, at MKK's E-GKS page, at company's website address in the "Investor Relations" page https://www.turkiyesigorta.com.tr/en/investor-relations/insurance/library/financials/iprsaconsolidated will be read at the General Assembly.
4. Reading, discussion, and approval of the Financial Statements for the 2024 fiscal year, Under the provisions of TCC and Regulations, Financial Statements for the fiscal period 01.01.2024–31.12.2024, which opened for discussion and submitted to the approval of our shareholders at MKK's E-GKS page, at company's website address in the "Investor Relations"; https://www.turkiyesigorta.com.tr/en/investor-relations/insurance/library/financials/iprsaconsolidated and Head Office, will be read, discussed and approved at the General Assembly.
Prepared by our company in accordance with the accounting principles and standards in force in accordance with the insurance legislation and DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. (Deloitte), according to our consolidated financial statements for the fiscal period 01.01.2024-31.12.2024, Company's Net Profit for the Period obtained as 12,780,600,278 TL.
After deducting legal obligations from the said consolidated net profit; the distribution of 2,000,000,000 TL gross dividends to the shareholders and the payment in cash, starting from August 28, 2025, which is our Board of Director's proposal, will be submitted to the approval of the General Assembly.
In addition, within the current registered equity ceiling of 50,000,000,000 TL, the issue regarding the increase of the paid-in capital of 5,000,000,000 TL to 10,000,000,000 TL at the rate of 100% and an increase of 5,000,000,000 TL will be presented to the General Assembly.
The table prepared in accordance with the Dividend Communiqué numbered II-19.1 of the Capital Markets Board and the format of the Profit Distribution Table in the Dividend Guide announced in accordance with this communiqué is included in Annex-2.
6. Provided that the necessary approvals have been obtained from the Capital Markets Board and the Ministry of Trade of the Republic of Turkey, reading, discussion, and approval of the amendment to Article 7 titled "Capital and Shares" of the Company's Articles of Association,
| TÜRKİYE SİGORTA ANONİM ŞİRKETİ | |
|---|---|
| ARTICLES OF ASSOCIATION | |
| EXISTING TEXT | RENEWED TEXT |
| Company Capitals and Shares | Company Capitals and Shares |
| Article 7 - The Company has adopted the |
Article 7 - The Company has adopted the |
| registered capital system in accordance with the | registered capital system in accordance with |
| provisions of the Capital Markets Law and has | the provisions of the Capital Markets Law and |
| switched to the registered capital system with | has switched to the registered capital system |
| the permission of the Capital Markets Board | with the permission of the Capital Markets |
| dated 12.01.1995 and numbered 47. The |
Board dated 12.01.1995 and numbered 47. The |
| registered capital ceiling of the Company is TL | registered capital ceiling of the Company is TL |
| 5,000,000,000.00, divided into 5,000,000,000.00 |
50,000,000,000.00, divided into |
| registered shares, each with a nominal value of 1 | 50,000,000,000.00 registered shares, each |
| (One) Turkish Lira (TL). The registered capital | with a nominal value of 1 (One) Turkish Lira |
| ceiling permission granted by the Capital |
(TL). The registered capital ceiling permission |
| Markets Board is valid for the years 2020-2024 (5 |
granted by the Capital Markets Board is valid |
| years). At the end of 2024, even if the permitted | for the years 2025-2029 (5 years). At the end of |
| registered capital ceiling has not been reached, it | 2029, even if the permitted registered capital |
| is obligatory to obtain authorization from the | ceiling has not been reached, it is obligatory to |
| General Assembly for a new period not |
obtain authorization from the General |
| exceeding 5 years by obtaining permission from |
Assembly for a new period not exceeding 5 |
| the Capital Markets Board for the given ceiling or | years by obtaining permission from the Capital |
| a new ceiling amount. In case the said |
Markets Board for the given ceiling or a new |
| authorization is not obtained, no capital increase | ceiling amount. In case the said authorization is |
| can be made with the decision of the Board of | not obtained, no capital increase can be made |
| Directors. | with the decision of the Board of Directors. |
| The issued capital of the Company is TL |
The issued capital of the Company is TL |
| 5.000.000.000 (Five Billion), divided into |
5.000.000.000 (Five Billion), divided into |
| 5.000.000.000 (Five Billion) shares with a |
5.000.000.000 (Five Billion) shares with a |
| nominal value of TL 1 each. | nominal value of TL 1 each. |
| TL 1,161,523,363 (One billion one hundred and sixty-one million five hundred and twenty-three thousand three hundred and sixty-three), which constituted the previous capital of the Company, has been fully paid free of collusion. All of the capital increased this time amounting to TL 3,838,476,637 has been covered by adding dividends to the capital as bonus shares. |
TL 1,161,523,363 (One billion one hundred and sixty-one million five hundred and twenty three thousand three hundred and sixty-three), which constituted the previous capital of the Company, has been fully paid free of collusion. All of the capital increased this time amounting to TL 3,838,476,637 has been covered by adding dividends to the capital as bonus shares. |
|---|---|
| Shares representing the capital are monitored in | Shares representing the capital are monitored |
| dematerialized form within the framework of | in dematerialized form within the framework |
| dematerialization | of dematerialization |
| Principles. | Principles. |
| The Board of Directors is authorized to increase the issued capital between 2020 and 2024 by issuing registered shares up to the registered capital ceiling whenever it deems necessary in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law. |
The Board of Directors is authorized to increase the issued capital between 2025 and 2029 by issuing registered shares up to the registered capital ceiling whenever it deems necessary in accordance with the provisions of the Turkish Commercial Code and the Capital Markets Law. |
| In addition, the Board of Directors may take | In addition, the Board of Directors may take |
| decisions on issuing new shares with a premium | decisions |
| over | on |
| their | issuing |
| nominal | new |
| value | shares |
| and | with |
| limiting | a |
| the | premium over their nominal value and limiting |
| shareholders' rights to purchase new shares | the shareholders' rights to purchase new |
| when it deems necessary in accordance with the | shares when it deems necessary in accordance |
| provisions of the Capital Markets Law. The | with the provisions of the Capital Markets Law. |
| authorization to restrict the rights to acquire new | The authorization to restrict the rights to |
| shares may not be used in a way to cause | acquire new shares may not be used in a way |
| inequality among the shareholders. | to cause inequality among the shareholders. |
| The transfer of the Company's shares shall be | The transfer of the Company's shares shall be |
| carried out in accordance with the provisions of | carried out in accordance with the provisions of |
| the Turkish Commercial Code and the Capital | the Turkish Commercial Code and the Capital |
| Markets Law and other relevant legislation. | Markets Law and other relevant legislation. |
Within the framework of the provisions of the TCC and the Regulation, the Remuneration Policy, which is made available for the review of our shareholders on the E-GKS page of the MKK's website, on the KAP, on our Company's website at the link: https://www.turkiyesigorta.com.tr/en/investorrelations/insurance/environment-social-and-governance/governance/policies/remuneration-policy and at our Company Headquarters, will be read at the General Assembly.
In line with the provisions of the TCC and the Regulation, the release of the members of the Board of Directors seperately for their 2024 activities, transactions and accounts will be submitted to the approval of the General Assembly.
According to Article 9 of the Articles of Association, members of the Board of Directors can be elected for a maximum of 3 years, members whose terms have expired can be reelected, and an election will be held for the Board of Directors at the General Assembly.
Financial rights of the members of the Board of Directors will be determined in the General Assembly.
Members of the Board of Directors can only carry out transactions within the framework of articles 395 titled "Prohibition of Transacting with the Company, Borrowing to the Company" and 396 titled "Prohibition of Competition" of the TCC only with the approval of the General Assembly.
In 2025, our Company will be subject to the legislation of the Turkish Commercial Code No. 6102, the Capital Markets Board's Communiqué Serial: X No: 22 'Communiqué on Independent Auditing Standards in Capital Markets' of the Capital Markets Board and Auditing of Insurance and Reinsurance Companies by Independent External Audit Institutions.
The proposal decision to be taken by our Board of Directors regarding the appointment of a Sustainability Auditor (TSRS Audit) for the fulfilment of the assurance audit activities of other selected sustainability-related information, including the assurance audit for the sustainability reports for the years 2024 and 2025 to be prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight Accounting and Auditing Standards Authority, will be submitted for approval at the General Assembly.
330.47% bonus issue approved at the Ordinary General Assembly meeting held on 06.06.2024 was registered and announced by the Istanbul Trade Registry of Commerce in the Trade Registry Gazette dated 12 August 2024 and numbered 11141. Repurchase and sale transactions have been arranged according to the rate of 330.47% after the bonus issue.
Having evaluated that the share price does not reflect the financial performance of the Company, in order to contribute to the formation of a healthy price, the repurchase of 150,664,500 shares in Company's total shares with a maximum fund amount of 300,000,000 TL as of 01.07.2022 has started with the Board of Directors decision dated 28.06.2022. With the decision of our Board of Directors dated 07.02.2023, it was decided to revise the 150,664,500 shares subject to share buyback as
258,282,000 shares and the allocated fund amounting to 600,000,000 TL. At the meeting of our Board of Directors dated 17.02.2023, it was decided that the maximum anticipated period of the share buyback process was determined as 3 years, within the scope of the principle decision numbered CMB.22.7.
In 2024, no purchases were made within the scope of the 'Share Buyback Programme'.
The total nominal value of the remaining repurchased shares is 13,619,141 TL as of 24.03.2025 and making 0.27% of the capital.
This information regarding the ongoing share buyback transactions will be submitted to the shareholders.
The Company makes donations and grants within the scope of the Company's corporate social responsibility projects within the scope of the relevant legislation and the procedures and principles determined by the CMB, which are added to the Company's Articles of Association in paragraph g of Article 5 titled 'Purpose and Subject'.
For the period starting on 01.01.2024 and ending on the date of the Ordinary General Assembly meeting of the Company for the fiscal year 2024, an upper limit of TL 30,000,000 has been set for aids and donations.
Thus, the aid and donations made by the Company in 2024 amounted to 35,250 TL.
The proposal decision to be taken by the Board of Directors regarding the donation upper limit to be determined for donations and aids to be made by Company until 2025 Ordinary General Assembly Meeting will be submitted to the approval of the General Assembly.
The meeting will be ended by receiving opinions and wishes of our shareholders.
TÜRKİYE SİGORTA AŞ TÜRKİYE SİGORTA AŞ April 25, 2025, at 10.00 Levent Mahallesi, Çayır Çimen Sokağı No:7 34330 BEŞİKTAŞ / İSTANBUL be made at the Ordinary General Meeting to represent me in line with the views I expressed following the vote to give, to sign and documents required to propose I appoint ……………………………………………………………………………………………………………., which is described in detail below, to be authorized.
Attorney's (*);
Name Surname / Trade Name:
TR Identity Number / Tax Number, Trade Registry and Number and MERSİS number:
(*) For foreign attorneys, the aforementioned information, if any, must be presented in its equivalent.
The scope of representation power should be determined by choosing one of the options (a), (b) or (c) for the sections 1 and 2 given below.
a) The proxy is authorized to vote in line with her own opinion.
b) The proxy is authorized to vote in line with the suggestions of the partnership management.
c) The proxy is authorized to vote in line with the instructions given in the table below.
Instructions:
In the event that option (c) is chosen by the shareholder, instructions specific to the agenda item are given by marking one of the options (acceptance or rejection) opposite the relevant General Assembly agenda item and, if the rejection option is selected, by stating the opposition annotation requested to be written in the minutes of the general assembly.
| Agenda Items (*) |
Acceptance | Rejection | Dissenting Annotation |
|
|---|---|---|---|---|
| 1. | Opening and establishment of the Meeting Chairmanship, |
|||
| 2. | Reading and discussion of the Board of Directors' Integrated Activity Report for the 2024 fiscal year, |
|||
| 3. | Reading of the Independent Auditor's Report prepared by the Independent Audit Firm for the 2024 fiscal year, |
|||
| 4. | Reading, discussion, and approval of the Financial Statements for the 2024 fiscal year, |
|||
| 5. | Reading, discussion, and approval of the Board of Directors' proposal regarding the profit distribution for the 2024 fiscal period, |
|||
| 6. | Provided that the necessary approvals have been obtained from the Capital Markets Board and the Ministry of Trade of the Republic of Turkey, reading, discussion, and approval of the amendment to Article 7 titled "Capital and Shares" of the Company's Articles of Association, |
|||
| 7. | Reading of the Remuneration Policy prepared in accordance with the Corporate Governance Communiqué and approved by the Board of Directors, |
|||
| 8. | Release of the Board of Directors from liability for the activities of the 2024 fiscal year, |
|||
| 9. | Election of the members of the Board of Directors and determination of their terms of Office, |
| 10. Determination of the remuneration for the members of the Board of Directors, |
||
|---|---|---|
| 11. Granting authorization to the members of the Board of Directors to carry out transactions within the scope of Articles 395 and 396 of the Turkish Commercial Code, |
||
| 12. Determination of the independent audit firm, |
||
| 13. Informing the General Assembly about the ongoing share buyback transactions, |
||
| 14. Informing the General Assembly about the donations and charitable contributions made in 2024, |
||
| 15. Discussion and approval of setting an upper limit for donations and charitable contributions until the next Ordinary General Assembly Meeting, which will discuss the Company's activities and accounts for the period between January 1, 2025, and December 31, 2025, and granting authority to the Board of Directors, |
||
| 16. Wishes and closing remarks, |
(*) The matters included in the agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also indicated separately to ensure voting by proxy.
a) The proxy is authorized to vote in line with her own opinion.
b) The attorney is not authorized to represent in these matters.
c) The proxy is authorized to vote in line with the special instructions below.
SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the attorney are stated here.
B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following options.
** For dematerialized shares, information about the group, if available, will be given instead of the number.
TR Identity Number / Tax Number, Trade Registry and Number and MERSİS number:
(*) For foreign shareholders, the aforementioned information must be provided in the equivalent, if any.
SIGNATURE
(If the certificate of attorney is not notarized, the notarized signature circular of the person giving the power of attorney will be attached to the certificate of attorney.)
| 1. Paid-in Capital | 5.000.000.000 | |
|---|---|---|
| 2. General Legal Reserves (As per Turkish | ||
| GAAP) | 418.256.161 | |
| If there is a privilege in profit distribution | ||
| pursuant to the articles of association, | ||
| information on the said privilege | None | |
| * | As per IFRS | As per Turkish GAAP |
| 3. Profit | 16.681.685.143 | 16.621.347.689 |
| 4. Taxes (-) | 3.901.084.865 | 3.901.084.865 |
| 5. Net Profit For the Period | 12.780.600.278 | 12.720.262.824 |
| 6. Previous Years' Losses (-) | - | - |
| 7. General Legal Reserves (-) | 636.013.141 | 636.013.141 |
| 8. Net Distributable Profit For The Period | 12.144.587.137 | 12.084.249.683 |
| Dividend Advance Distributed During the Year | ||
| (-) | - | - |
| Net Distributable Profit/Loss for the Period | ||
| Deducted Advance Dividends | 12.144.587.137 | 12.084.249.683 |
| 9. Donations Granted During The Year (+) | 35.250 | - |
| 10. Net Distributable Profit Including | ||
| Donations | 12.144.622.387 | 12.084.249.683 |
| 11. First Category Dividend For Shareholders | 5.250.000.000 | 5.250.000.000 |
| * Cash | 250.000.000 | 250.000.000 |
| * Share | 5.000.000.000 | 5.000.000.000 |
| 12. Dividends Distributed to the Privileged | ||
| Shareholders | - | - |
| 13. Other Didivdens Distributed | - | - |
| * Employees | - | - |
| * Members of the Board of Directors | - | - |
| * Non Shareholders | - | - |
| 14. Dividens Distributed to the Holders of | ||
| Usufruct Right Certificates | - | - |
| 15. Second Category Dividend For | ||
| Shareholders | 1.750.000.000 | 1.750.000.000 |
| 16. General Legal Reserves | 175.000.000 | 175.000.000 |
| 17. Status Reserves | - | |
| 18. Special Reserves (According to the Article | ||
| 5/1-e of Corporate | ||
| Tax Law) | - | - |
| 19. Extraordinary Reserves | 4.969.587.137 | 4.909.249.683 |
| 20. Other Resource Planned for Distribution/ | ||
| Extraordinary Reserve | - | - |
| DIVIDEND RATIO TABLES | |||||||
|---|---|---|---|---|---|---|---|
| TOTAL DIVIDEND | |||||||
| AMOUNT / | DIVIDEND PER SHARE | ||||||
| TOTAL DIVIDEND | TOTAL DIVIDEND | NET DISTRIBUTABLE | OF TRY 1 NOMINAL | DIVIDEND PER SHARE | |||
| AMOUNT - CASH (TRY) - | AMOUNT - SHARES | PROFIT FOR THE PERIOD | VALUE - AMOUNT | OF TRY 1 NOMINAL | |||
| NET | (TRY) | (%) | (TRY) | VALUE - RATIO (%) | |||
| Gross | 2,000,000,000 | 5,000,000,000 | 57.93% | 1.4000 | 140.00% | ||
| Net* | 1,700,000,000 | 5,000,000,000 | 55.44% | 1.3400 | 134.00% |
(*) Net amount is calculated by assuming 15% withholding tax will apply.
In accordance with Article 13 of the Dividend Communiqué published in the Official Gazette dated January 23. 2014 and included in the Weekly Bulletin of the Capital Markets Board (CMB) numbered 2014/2.
Dividend distribution was made on the basis of the consolidated profit figure.
According to paragraph (a) of Article 24 of our Company's Articles of Association, 5% of our net profit can be set aside as a legal reserve fund until it reaches 20% of the issued capital. Company's paid-in capital is currently
5,000,000,000 TL and 20% of the said amount corresponds to 1,000,000,000 TL.
As a result of the profit distribution, calculated amount of 4,909,249,683 TL according to legal records will be taken into account as extraordinary reserve.
There will be no 15% income tax deduction on cash dividend payments made to legally obligated institutions.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.