AGM Information • Aug 12, 2025
AGM Information
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| Summary Info | Results of the 2024 Ordinary General Assembly Meeting |
| 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 | 11.07.2025 |
| General Assembly Date | 12.08.2025 |
| General Assembly Time | 10:00 |
| Record Date (Deadline For Participation In The General Assembly) | 11.08.2025 |
| Country | Turkey |
| City | BURSA |
| District | NİLÜFER |
| Address | Hasanağa Organize Sanayi Bölgesi, Sanayi Caddesi 16225 Nilüfer / BURSA |
Agenda Items
1 - Opening and Determination of the Chairman of General Assembly
2 - Reading, Discussing and Resolving on the 2024 Annual Report of the Board of Directors
3 - Reading the summary of the independent audit report for the 2024 accounting period
4 - Reading, Discussing and Resolving on the Financial Statements prepared in accordance with the regulations of the Capital Markets Board of 2024
5 - Resolution on the amendments to Article 6 of the Company's Articles of Association titled "Authorized Capital", provided that the necessary approvals have been obtained from the Capital Markets Board and the Ministry of Trade
6 - Release of the Members of the Board of Directors separately for the 2024 operating year
7 - Reading, discussing and submitting the proposal of the Board of Directors regarding not making profit distribution for the 2024 accounting period
8 - Within the framework of the Capital Markets Board legislation; giving information about the donations made by the company in 2024
9 - Within the framework of the Capital Markets Board legislation; determining the upper limit for donations to be made in 2025
10 - Election for a total of 2 board memberships, including one vacant board membership and one independent board membership whose independence qualification has expired, and determination of the term of office by taking into consideration the term of office of other members of the Board of Directors,
11 - Determination of the monthly gross wages of the Members of the Board of Directors and Independent Board Members
12 - In accordance with the Turkish Commercial Code No. 6102 and the Capital Markets Law No. 6362 and the secondary legislation and other relevant regulations in force in this context, the Independent Audit Firm elected by the Board of Directors for a period of one year and its term of office submitted to the approval of the General Assembly
13 - Submission of the Sustainability Auditor for the approval of the General Assembly in accordance with the Board Decision on the "Scope of Application of the Turkish Sustainability Reporting Standards (TSRS)" within the framework of the provisions of the Turkish Commercial Code No. 6102 and the Decree Law No. 660 on the Organization and Duties of the Public Oversight, Accounting and Auditing Standards Authority
14 - Pursuant to Articles 395 and 396 of the Turkish Commercial Code, the Company and the members of the Board of Directors are allowed to do business on behalf of themselves or someone else, to carry out a commercial business type transaction within the scope of our Company's business for their own account or to a company that engages in the same type of commercial business as our Company. decision to allow them to become partners
15 - Informing the shareholders about the transactions within the scope of the principle no. 1.3.6 of the Capital Markets Board II-17.1 Corporate Governance Communiqué
16 - Informing the partners about the guarantees, pledges, mortgages and the income and benefits obtained by the Company in 2024 in favor of third parties
17 - Wishes and Closing
Corporate Actions Involved In Agenda
| Dividend Payment |
| Authorized Capital |
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | At our company's 2024 Annual General Meeting held on August 12, 2025, at 10:00 a.m. at our company headquarters located at Hasanağa Organized Industrial Zone, Sanayi Caddesi 16225 Nilüfer / Bursa, and electronically via EGKS, the following decisions were made, in summary. -The 2024 consolidated financial statements prepared in accordance with the regulations of the Capital Markets Board and other matters included in the Board of Directors' Activity Report were approved and finalized. -It was decided not to distribute dividends for 2024 due to the absence of distributable profits. -It was decided that the upper limit for donations to be made in 2025 would be set at 300,000 TL. -The Board of Directors consists of 7 members, 5 of whom are continuing in their roles, and 2 new members have been elected, one of whom is independent. Their terms of office have been set at 2 years to align with those of the continuing members. The Board of Directors consists of Mr. Giancarlo BOSCHETTI, Mr. Okan BAŞ, Mr. Mehmet Altan SUNGAR, Mr. Nevzat TÜFEKÇİOĞLU, Mr. Müfit ATASEVEN. -2025 Independent Audit Services PWC INDEPENDENT AUDIT AND CERTIFIED PUBLIC ACCOUNTANT FINANCIAL CONSULTING INC. has been selected to serve for a period of 1 year. -PWC Independent Audit and Certified Public Accountant Financial Advisory Joint Stock Company has been selected to perform sustainability audits on the reports published by the Public Oversight and Accounting Audit Standards Authority (KGK) for the year 2025, for a term of one year. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
| Authorized Capital | Accepted |
General Assembly Result Documents
| Appendix: 1 | Hazirun.pdf - List of Attendants |
| Appendix: 2 | Toplantı Tutanağı.pdf - Minute |
Additional Explanations
The Meeting Minutes and the List of Attendees of the 2024 Ordinary General Assembly Meeting of Karsan Otomotiv Sanayii ve Ticaret A.Ş. are attached.
Yours faithfully,
The English translation of this disclosure is provided and in case of any discrepancy between the Turkish and the English versions of this disclosure, the Turkish version shall prevail.
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