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FORD OTOMOTİV SANAYİ A.Ş.

AGM Information Mar 22, 2023

5914_rns_2023-03-22_5366cad9-aca3-4e1f-9a26-c2c558326c7a.html

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 01.01.2022
Ending Date Of The Fiscal Period 31.12.2022
Decision Date 13.02.2023
General Assembly Date 09.03.2023
General Assembly Time 11:00
Record Date (Deadline For Participation In The General Assembly) 08.03.2023
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, the election of the Presidential Board

2 - Reading, discussion and approval of the Annual Report of year 2022 prepared by the Board of Directors,

3 - Reading of the summary report of the Independent Audit Firm of 2022 Fiscal Period,

4 - Reading, discussion and approval of the Financial Statements of 2022 Fiscal Period,

5 - Approval of the member changes in the Board of Directors during the year as per Article 363 of Turkish Commercial Code,

6 - Release of the members of the Board of Directors separately for year 2022 activities,

7 - Approval, or approval with amendments or refusal of the Board of Directors' proposal for profit distribution for the year 2022 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 2022 and determination of a upper limit for donations to be made in 2023,

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 2022 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 also informing the shareholders regarding the transactions made in this extent in 2022 pursuant to the Capital Markets Board's Communiqué on Corporate Governance,

15 - Wishes and opinions

Corporate Actions Involved In Agenda

Dividend Payment

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 2021 was held on March 9, 2023, at 11:00. Summary of the meeting minutes as follows:

- Annual Report for the year 2022 was approved.

- 2022 Financial Tables was approved.

- Release of members of the Board of Directors separately for 2022 activities was accepted.

- Board of Directors' proposal for profit distribution for the year 2022 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, Mr. David Joseph Cuthbert Johnston, Mr. J ohan Egbert Schep , Mrs. Lisa Katherine King 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 2023 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, PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş (A member of PricewaterhouseCoopers) was approved as the Independent Audit Firm for 2023 accounts and financial reports.

- Company's Donation and Sponsorship Policy and Upper limit for donations to be made in 2023 was accepted.

Decisions Regarding Corporate Actions

Dividend Payment Discussed

General Assembly Registry

Were The Minutes Registered? Yes
Date of Registry 22.03.2023

General Assembly Result Documents

Appendix: 1 Hazır Bulunanlar Listesi.pdf - List of Attendants
Appendix: 2 Genel Kurul Toplantı Tutanağı.pdf - Minute

Additional Explanations

Ford Otomotiv Sanayi A.Ş. Board of Directors, in the meeting dated February 13, 2023, has resolved to invite the General Assembly for its Ordinary Meeting for the year 2022, on March 9, 2023 Thursday at 11:00 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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