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ANADOLU ISUZU OTOMOTİV SANAYİ VE TİCARET A.Ş.

Proxy Solicitation & Information Statement May 5, 2025

5889_rns_2025-05-05_458850b7-d26f-445f-a75f-42bf1652db3a.pdf

Proxy Solicitation & Information Statement

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PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING ANADOLU ISUZU OTOMOTİV SANAYİ VE TİCARET A.Ş.

To the Chair of the General Assembly of Shareholders,

I hereby appoint ___________________________________ as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş. that will convene on April 17, 2025 Thursday, at 14:00 at the address of Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok 34771 Tepeüstü Ümraniye / İstanbul.

The Attorney's(*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

(*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly:

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is authorized to vote on proposals of the attorney partnership management.

c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

AGENDA OF ORDINARY GENERAL ASSEMBLY MEETING

Agenda Items (*) Accept Reject Dissenting Opinion
1.
Inauguration
of
the
meeting
and
election
of
the
Chairmanship Council.
2.
Reading and discussion of the Annual Report prepared by
the Board of Directors for the period of 2024.
3.
Reading the summary of Independent Auditors' report for
the period of 2024.
4.
Reading, discussion and approval of financial statements
prepared in accordance with Capital Markets Legislation
relating to fiscal year 2024.
5.
Release of each member of the Board of Directors from
liability with regard to the 2024
activities and accounts of the
Company.
6. Decision on dividend distribution
7.
Election of Board of Directors whose term of office is
completed, designation of the Independent Board Members,
determination of their term of office and fees
Approval of the selection of the Independent Audit Firm
8.
made by the Board of Directors in accordance with the Turkish
Commercial Code and the regulations of the Capital Markets
Board and the Public Oversight, Accounting and Auditing
Standards Authority.
Informing the General Assembly on the securities, pledges
9.
and mortgages given on behalf of third parties and income or
benefits obtained by the company due to this during the year
2024, within the framework of CMB regulations.
Informing the General Assembly on the donations made in
10.
2024, within the framework of CMB regulations.
11.Informing the General Assembly regarding with 2024
transactions, if any, within the context of Article 1.3.6. of the
Corporate Governance Communique (II-17.1.) of the Capital
Markets Board.
12.Granting authority to Members of Board of Directors
according to Articles 395 and 396 of Turkish Commercial
Code.
13.
Closing

No voting on the informative items.

If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.

2. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

  • a) The attorney is authorized to vote according to his/her opinion.
  • b) The attorney is not authorized to vote in these matters.
  • c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows:

  • a) Order and Serial (*)
  • b) Number / Group (**)
  • c) Amount-Nominal Value
  • d) Share with voting power or not
  • e) Bearer-Registered (*)
  • f) Ratio of the total shares/voting rights of the shareholder

*Such information is not required for the shares which are followed up electronically.

**For the shares which are followed up electronically, information related to the group will be given instead of number.

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

Address:

(*) Foreign attorneys should submit the equivalent information mentioned above.

Signature

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