AGM Information • May 24, 2024
AGM Information
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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 8 of the Company's Articles of Association, shareholders who have the right to attend the general assembly meetings may also attend and vote electronically in accordance with Article 1527 of the Turkish Commercial Code. 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.
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.
| Shareholder | Share in Capital (TL) | Share in Capital (%) |
|---|---|---|
| Goodyear SA | 201,420,991.34 | 74.60 |
| Publicly traded | 68,579,008.66 | 25.40 |
The total number of shares of the Company is 27,000,000,000 and there are no privileged shares.
The members of the board of directors were appointed to serve for one year at the general assembly meeting dated May 23, 2023 for the fiscal year 2022, and since their terms of office will expire, reappointment for board membership will be held at the ordinary general assembly meeting for the fiscal year 2023.
Requests of shareholders, the Capital Markets Board and/or other public institutions and organizations related to the company regarding the inclusion of items on the agenda: No written request has been submitted for the 2023 Ordinary General Assembly meeting where the activities for 2023 will be discussed.
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.
Mahmut Sarıoğlu graduated from Istanbul Technical University, Department of Electrical and Electronics Engineering in 1995. Between 1997 and 1999, Mr. Sarıoğlu worked as Sales Engineer and Special Customers Sales Manager at ABB Elektrik Sanayi A.Ş., and between 1999 and 2000 as Marketing Coordinator at 3M Sanayi ve Ticaret A.Ş.. From 2000 to 2005, Mr. Sarıoğlu worked as Marketing Manager, Consumer Channel Marketing Manager and Sales and Marketing Manager at General Electric, and from 2006 to 2011, he served as Country Manager for Turkey, Israel and Turkic Republics at the same company. Mr. Sarıoğlu most recently served as the Control, Fire and Safety Unit Manager responsible for Turkey and the Caspian Region at Johnson Controls Inc. He joined Goodyear Lastikleri Türk A.Ş. as Commercial Tires Director in March 2012 and was appointed as Consumer Tires Director in November 2014. Mahmut Sarıoğlu has been serving as the General Manager of Goodyear Lastikleri T.A.Ş. since May 1, 2018.
Ayshwaria Ramamoorthy holds a Master's degree in Applied Economics from Vrije Universiteit Brussel. Prior to joining Goodyear in 2015, she held various financial roles in several petrochemical and consulting firms.
Since joining Goodyear, Ayshwaria rose through the ranks, undertaking increasing responsibility within the Finance function at country, regional and global levels. Currently, Ayshwaria leads the Finance function as Finance Director for Goodyear's operations in the Emerging Marketing, consisting of Middle East & Africa, South Africa and Türkiye.
Hüsniye Yılmaz, who was appointed as a member of the Board of Directors of Goodyear Lastikleri T.A.Ş. on 30.06.2022, graduated from Istanbul University Faculty of Letters and Boğazici University (BÜMED) Human Resources (HR) Management programs and has been in active business life since 1982. After starting her career in Human Resources at the US Consulate General in Istanbul, she worked as the Human Resources Manager of ABB Elektrik Sanayi A.Ş. in Turkey. In 1999, she joined General Electric (GE) in Istanbul, Turkey, where she continued her career in the Europe, Middle East and Africa organization in Belgium since 2006. Yılmaz joined Goodyear in 2011 as the Emerging Markets Human Resources Director at the Europe, Middle East and Africa (EMEA) head office and served as the HR Director for the European Consumer Tires Division and HR Director for EMEA Operations (Manufacturing and Supply Chain), respectively. In 2020, Mr. Yılmaz was appointed as Vice President of HR for the EMEA region, a position she still holds.
François Colin de Verdière holds a master's degree in corporate law from New York University, a master's degree in corporate and tax law from Panthron-Sorbonne University and a master's degree in Management from Dauphine University. Mr. Verdière joined Goodyear in 2011 after being admitted to the New York Bar and practicing law in New York. Prior to joining Goodyear EMEA, he was an associate at Cleary Gottlieb Steen & Hamilton LLP in New York, specializing in mergers and corporate finance. At Goodyear, he served as Legal Director for several countries. Most recently, as Goodyear EMEA Deputy General Counsel, he was responsible for all legal and regulatory compliance for Goodyear EMEA.
Muzaffer Gülten Özseven graduated from Istanbul University, Faculty of Economics, Department of Economics and worked in various marketing and management positions at Elomsan, Cambridge Trust Company and Halk Leasing between 1984 and 1995. In 1995, Mr. Özseven joined GE Healthcare as Financial Services Manager and was appointed CFO and Board Member in 1998, Vice President of Sales and Project Finance at GE Corporate in 2004, Board Member at GE Turkey and finally Senior Vice President, Financial Services at GE Healthcare in 2016.
Mustafa Taylan Baykut graduated from Bilkent University, Faculty of Economics and completed his Master's degree in International Tax Law at King's College London. He worked as Senior Consultant at Arthur Andersen Worldwide between 1993-1998, Tax Manager and Office Leader between 1998-1999, Senior Tax Manager at Ernst&Young between 1999-2002, Senior Tax Manager at Sigma CPA between 2022-2005, Tax Partner at White&Case between 2005-2009, Tax Partner at Hergüner Bilgen Özeke Attorney Partnership between 2009-2011, Tax Partner at Chadbourne Parke between 2011-2013. Mr. Baykut has been working as AOS Services Division Leader and Board Member at Mazars Denge since 2013.
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