AGM Information • May 23, 2024
AGM 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 | 01.01.2023 |
| Ending Date Of The Fiscal Period | 31.12.2023 |
| Decision Date | 06.03.2024 |
| General Assembly Date | 03.04.2024 |
| General Assembly Time | 14:00 |
| Record Date (Deadline For Participation In The General Assembly) | 02.04.2024 |
| 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 2023 prepared by the Board of Directors,
3 - Reading of the summary report of the Independent Audit Firm of 2023 Fiscal Period,
4 - Reading, discussion and approval of the Financial Statements of 2023 Fiscal Period
5 - Release of the members of the Board of Directors separately for year 2023 activities
6 - Approval of the changes to be made in the Company's "Dividend Distribution Policy" for 2024 and the following years, in accordance with the Capital Markets Board regulations
7 - Approval, or approval with amendments or refusal of the Board of Directors' proposal for profit distribution for the year 2023 and the distribution date which prepared in accordance with the Company's Profit Distribution Policy
8 - 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
9 - 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
10 - Determination of the annual gross fees to be paid to the members of the Board of Directors
11 - 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
12 - Giving information to the shareholders regarding the donations made by the Company in 2023 and determination of an upper limit for donations to be made in 2024
13 - 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 2023 and of any benefits or income thereof
14 - 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 informing the shareholders regarding the transactions made in this extent in 2023 pursuant to the Capital Markets Board's Communiqué on Corporate Governance
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 2023 was held on April 3, 2024, at 14:00. Summary of the meeting minutes as follows: - Annual Report for the year 2023 was approved. - 2023 Financial Tables was approved. - Release of members of the Board of Directors separately for 2023 activities was accepted. - Board of Directors' proposal for profit distribution for the year 2023 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. William Richard Periam, Ms Josephine Mary Payne , Mr. Johan Egbert Schep, Mr. John Michael Davis elected as members of Board of Directors and Mrs. Fatma Füsun Akkal Bozok, 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 2024 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 2024 accounts and financial reports. - Company's Donation and Sponsorship Policy and Upper limit for donations to be made in 2024 was accepted. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 23.05.2024 |
General Assembly Result Documents
| Appendix: 1 | Hazır Bulunanlar Listesi.pdf - List of Attendants |
| Appendix: 2 | Genel Kurul Toplantı Tutanağı_2023.pdf - Minute |
Additional Explanations
Ford Otomotiv Sanayi A.Ş. Board of Directors, in the meeting dated March 6, 2024, has resolved to invite the General Assembly for its Ordinary Meeting for the year 2023, on April 3, 2024 Wednesday at 14:00 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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