Pre-Annual General Meeting Information • Apr 11, 2025
Pre-Annual General Meeting Information
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| Summary Info | Ordinary General Assembly Registration |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2024 |
| Ending Date Of The Fiscal Period | 31.12.2024 |
| Decision Date | 28.02.2025 |
| General Assembly Date | 26.03.2025 |
| General Assembly Time | 10:00 |
| Record Date (Deadline For Participation In The General Assembly) | 25.03.2025 |
| Country | Turkey |
| City | İSTANBUL |
| District | ŞİŞLİ |
| Address | Divan İstanbul Oteli; Asker Ocağı Caddesi No:1 34367 Şişli / İstanbul (Tel: +90 212 315 55 00, Faks: +90 212 315 55 15) |
Agenda Items
1 - Opening and election of Chairmanship Panel,
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 - Release of the members of the Board of Directors separately for year 2024 activities,
6 - 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,
7 - 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,
8 - As per the Corporate Governance Principles, informing the shareholders regarding the "Remuneration Policy" for members of the Board of Directors and the senior executives and payments made under this policy and approval of the "Remuneration Policy" and related payments,
9 - Determination of the annual gross fees to be paid to the members of the Board of Directors,
10 - As per the regulations of the Turkish Commercial Code and Capital Markets Board, approval of the Board of Directors' election for the Independent Audit Firm,
11 - Giving information to the shareholders regarding the donations made by the Company in 2024 and determination of a upper limit for donations to be made in 2025,
12 - In accordance with the Capital Markets Board regulations, presentation to the shareholders of the securities, pledges and mortgages granted in favor of the third parties in the year 2024 and of any benefits or income thereof,
13 - Under Articles 395 and 396 of the Turkish Commercial Code, authorizing: shareholders with management control, members of the Board of Directors, senior executives and their spouses and relatives related by blood or affinity up to the second degree; and also informing the shareholders regarding the transactions made in this extent in 2024 pursuant to the Capital Markets Board's Communiqué on Corporate Governance,
14 - Informing the shareholders about the Company's target and progress towards transitioning to a low-carbon economy and the activities carried out in 2024 within this scope,
15 - Wishes and opinions
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Invitation Documents
| Appendix: 1 | Gündem.pdf - Other Invitation Document |
| Appendix: 2 | Agenda.pdf - Other Invitation Document |
| Appendix: 3 | Genel Kurul Çağrı İlanı.pdf - Announcement Document |
| Appendix: 4 | Shareholders Meeting Invitation and Agenda.pdf - Announcement Document |
| Appendix: 5 | Genel Kurul Bilgilendirme Notu.pdf - General Assembly Informing Document |
| Appendix: 6 | General Assembly Meeting Information Document.pdf - General Assembly Informing Document |
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | Ford Otomotiv Sanayi A.Ş. Ordinary General Assembly Meeting for the year 2024 was held on March 26, 2025, at 10:00. Summary of the meeting minutes as follows: - Annual Report for the year 2024 was approved. - 2024 Financial Tables was approved. - Release of members of the Board of Directors separately for 2024 activities was accepted. - Board of Directors' proposal for profit distribution for the year 2024 and the distribution date was accepted. - Number of the members of Board of Directors, together with 2 independent members, is determined as 12 totally. As B group shareholders' nominees Mr. Mustafa Rahmi Koç is elected as the Honorary Chairman, Mr. Yıldırım Ali Koç, Mr. Levent Çakıroğlu, Mr. Haydar Yenigün, Mr. Güven Özyurt, as C group shareholders' nominees Mr. James Kieran Vincent Cahill, Mr. David Joseph Cuthbert Johnston, Ms Josephine Mary Payne , Mr. Johan Egbert Schep, Mr. John Michael Davis elected as members of Board of Directors and Mr. Umran Savaş İnan, Mrs. Katja Windt are elected as independent members of the Board of Directors in order to serve until the Shareholders Ordinary General Assembly which shall convene for the purpose of examining 2025 accounts. - As per the Corporate Governance Principles, regarding the "Remuneration Policy" for members of the Board of Directors and the senior executives and payments made under this policy were approved. - Annual gross fees to be paid to the members of the Board of Directors were determined. - As per the regulations of the Turkish Commercial Code and Capital Markets Board, Güney Bağımsız Denetim ve SMMM was approved as the Independent Audit Firm for 2025 accounts and financial reports. - Company's Donation and Sponsorship Policy and Upper limit for donations to be made in 2025 was accepted. - Shareholders were informed about the Company's target and progress towards transitioning to a low-carbon economy and the activities carried out in 2024 within this scope, |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 11.04.2025 |
General Assembly Result Documents
| Appendix: 1 | Genel Kurul Toplantı Tutanağı-2024.pdf - Minute |
| Appendix: 2 | Hazır Bulunanlar Listesi-2024.pdf - List of Attendants |
Additional Explanations
Ford Otomotiv Sanayi A.Ş. Board of Directors, in the meeting dated February 28, 2025, has resolved to invite the General Assembly for its Ordinary Meeting for the year 2024, on March 26, 2025 Wednesday at 10:00 to review and resolve the agenda specified as attached at Divan İstanbul Hotel located at ("Asker Ocağı Caddesi No:1 34367 Şişli / İstanbul (Tel: +90 212 315 55 00, Faks: +90 212 315 55 15)"); to duly perform the invitation procedures; to announce the invitations at Turkish Trade Registry Gazette, at the corporate internet address of the Company of www.fordotosan.com.tr, at the Central Registry Agency A.Ş.'s E-Company Portal and Electronic General Assembly Systems and at the Public Disclosure Platform.
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.
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