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GOODYEAR LASTİKLERİ T.A.Ş.

AGM Information May 24, 2024

8988_rns_2024-05-24_fdb4b325-b183-4ca2-823e-505521d76eff.pdf

AGM Information

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FROM THE BOARD OF DIRECTORS OF GOODYEAR LASTİKLERİ TÜRK ANONİM ŞİRKETİ

The Ordinary General Assembly Meeting of our Company for the fiscal year 2023 will be held on Thursday, May 16, 2024 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.

2023 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 1527/5 of the Turkish Commercial Code No. 6102 and other relevant legislation, investors who wish to participate in the general assembly meeting electronically, vote or appoint a proxy may do so through the Electronic General Assembly System, which has become mandatory for companies listed on the stock exchange, and 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.

Participation in the General Assembly meeting electronically is only possible with the secure electronic signatures of the shareholders or their representatives. Therefore, shareholders who will carry out transactions in the Electronic General Assembly System must first register with Merkezi Kayıt Kuruluşu A.Ş. (MKK) e-Investor: Investor Information Center Portal and must also have a secure electronic signature. In addition, shareholders or their representatives who wish to participate in the meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically" and the "Communiqué on Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies".

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.

Annex 1: Form Proxy Annex 2: Agenda

PROXY

GOODYEAR LASTİKLERİ T.A.Ş.

We hereby appoint …………………………………………as presented our company as our Proxy, within the scope of representation granted and with respect to the following conditions, in order to vote for, to make proposals on behalf of, to execute necessary below in detail, to individually represent documents and to represent our Company at the Ordinary General Assembly Meeting of Goodyear Lastikleri T.A.Ş. to be held at the address of Maslak Mah. Sümer Sok. MOB No:4 Sarıyer 34485 İstanbul on May 16, 2024 at 10:00.

Proxy1

Name Surname/Title of Trade :

TR Identity No/Tax No, Trade Registry and Number and MERSIS number :

;

A) SCOPE OF THE REPRESENTATION:

The scope of the representation shall be determined through the selection of (a), (b) or (c) options for the sections numbered (1) and (2) below.

1. Regarding items on the agenda of the General Assembly;

  • a) Proxy is authorized to vote for all articles of agenda as per her/his own decision.
  • b) Proxy is authorized to vote in accordance with the directions of the Company management.
  • c) Proxy is authorized to vote for all articles of agenda according to the instructions at the table herein below.

Instructions:

If option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options (acceptance or rejection) provided under the relevant general assembly agenda item and, if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting.

Agenda Items Approve Reject Opposition
Comment
1.
Opening and the establishment of the Chairmanship
for the Meeting.
2.
Review and discussion of the Annual Report
prepared by the Board Directors for the fiscal year
of 2023.
3.
Review of the Audit Report for the fiscal year of
2023.

1 For foreign proxies, it is mandatory to submit the equivalent of the aforementioned information, if any.

4.
5.
Review, discussion and approval of the financial
statements of the Company for the fiscal year of
2023 prepared in accordance with the Capital
Market legislation.
Release
of the members of the Board of Directors
in charge for the activity year of 2023.
6. Approval, approval with modification or rejection
of the proposal of the Board of Directors regarding
the utilization of the profit of the year 2023,
dividend payout ratio and dividend distribution
date.
7. Determining the number of members of the Board
of Directors and election of the members of the
Board of Directors and informing the General
Assembly that the Capital Markets Board has not
expressed a negative opinion about the independent
candidates for the Board of Directors,
8. Determination of the attendance fee of the Board
of Directors members.
9. Approval of the independent audit company, which
has been determined by the Committee Responsible
of Audit and which has been notified to and
approved by the Board of Directors in accordance
with the provisions of the Turkish Commercial
Code and the regulations of the Capital Markets
Board, as the auditor for the company.
10. Informing
the
General
Assembly
about
the
donations and aid made in 2023 and determining the
annual donation upper limit for 2024.
11. Providing General Assembly with information
regarding collaterals, pledges, mortgages, and
sureties provided on behalf of third parties and
income and benefits received in accordance with
the Corporate Governance Communiqué of the
Capital Markets Board.
12. Providing permissions to the members of Board of
Directors in relation with the prohibition of
performing transactions with the company as
stipulated under Article 395 and regarding the
prohibition of competition as stipulated under
Article 396 of Turkish Commercial Code.
13. Providing General Assembly with information in
regard to the transactions of shareholders holding
the management control, members of the Board of
Directors,
managers
with
administrative
responsibilities, and their spouses and blood and
marriage relatives up to the second degree, in line
with Article (1.3.6) of Corporate Governance
Principles
annexed
to
the
of
the
Corporate
Governance Communiqué of the Capital Markets
Board, numbered (II-17.1).
14.
Wishes

2. Special instruction with regard to other issues (in particular, the operation of minority rights) which may arise in the General Assembly Meeting:

  • a. Proxy is authorized to vote as per her/his own decision.
  • b. Proxy is not authorized of representation at such issues.
  • c. Proxy is authorized to vote in accordance with the special instructions below.

SPECIAL INSTRUCTIONS: If any, special instructions to be given by the shareholder to the proxy shall be specified here.

B) The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.

  • 3. We approve the representation of the shares, detailed herein below, by the Proxy.
    • a. Issue and series2 :
    • b. Number/Group3 :
    • c. No. of Shares Nominal Value :
    • d. Privileged or not
    • e. Bearer or registered4 :
    • f. Proportion to the total number

of shares/ voting rights of the

  • Shareholder :
  • 4. We approve the representation of all of our shares by the Proxy, shown at the list of shareholders qualified to be attended to the General Assembly Meeting and prepared by Central Registry Agency (MKK) one day before the General Assembly Meeting.

FULL NAME or TRADE NAME OF SHAREHOLDER5 :

2 This information is not requested for dematerialized shares.

3 For dematerialized shares, information on the group, if any, shall be provided instead of the number.

4 This information is not necessary for dematerialized shares.

5 For foreign shareholders, it is mandatory to submit the equivalent of the information in this section, if any.

Turkish ID NO./TAX NO./

TRADE REGISTRY and NO./ MERSIS NO. :

ADDRESS :

SIGNATURE :

Annex 2

AGENDA

  • 1. Opening and the establishment of the Chairmanship for the Meeting.
  • 2. Review and discussion of the Annual Activity Report prepared by the Board Directors for the fiscal year of 2023.
  • 3. Review of the Audit Report for the fiscal year of 2023.
  • 4. Review, discussion and approval of the financial statements of the Company for the fiscal year of 2023 prepared in accordance with the Capital Markets legislation.
  • 5. Release of the members of the Board of Directors in charge for the activity year of 2023.
  • 6. Approval, approval with modification or rejection of the proposal of the Board of Directors regarding the utilization of the profit for the year 2023, dividend payout ratio and dividend distribution date.
  • 7. Determining the number of members of the Board of Directors and election of the members of the Board of Directors and informing the General Assembly that the Capital Markets Board has not expressed a negative opinion about the independent candidates for the Board of Directors,
  • 8. Determination of the attendance fee of the Board of Directors members.
  • 9. Approval of the independent audit company, which has been determined by the Committee Responsible of Audit and which has been notified to and approved by the Board of Directors in accordance with the provisions of the Turkish Commercial Code and the regulations of the Capital Markets Board, as the auditor for the company.
  • 10. Informing the General Assembly about the donations and aid made in 2023 and determining the annual donation upper limit for 2024.
  • 11. Providing information to the General Assembly regarding collaterals, pledges, mortgages, and sureties provided on behalf of third parties and income and benefits received in accordance with the Corporate Governance Communiqué of the Capital Markets Board.
  • 12. Providing permissions to the members of Board of Directors in relation with the prohibition of performing transactions with the company as stipulated under Article 395 and regarding the prohibition

of competition as stipulated under Article 396 of Turkish Commercial Code.

13. Providing information to the General Assembly in regards to the transactions of shareholders holding the management control, members of the Board of Directors, managers with administrative responsibilities, and their spouses and blood and marriage relatives up to the second degree, in line with Article (1.3.6) of Corporate Governance Principles annexed to the of the Corporate Governance Communiqué of the Capital Markets Board, numbered (II-17.1).

14. Wishes.

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