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AKSİGORTA A.Ş. — AGM Information 2023
Feb 20, 2023
8666_rns_2023-02-20_5881a947-0dc0-4f46-9e84-04881f2f5729.pdf
AGM Information
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INFORMATION DOCUMENT REGARDING THE ORDINARY GENERAL ASSEMBLY MEETING OF AKSIGORTA A.Ş. PERTAINING TO 2022 DATED 21 MARCH 2023
Pursuant to the resolution of our Board of Directors dated 20 February 2023 and numbered 1 and Article 19 of our Company's Articles of Association, our Company's Ordinary General Assembly Meeting pertaining to 2022 will be held on 21 March 2023, Tuesday at 14:00, in Istanbul, Beşiktaş, 4. Levent, 34330, Sabancı Center, in order to discuss and resolve on the following agenda items.
Our shareholders, who are entitled to participate in the General Assembly meetings, may attend the Ordinary General Assembly Meeting of our Company physically or electronically, as well as through their representatives.
Natural person shareholders who will physically attend the General Assembly Meeting may participate by presenting their identity cards and signing the list of participants; legal entity shareholders by presenting the identity cards and authorization certificates of the persons authorized to represent and bind the legal entity, and signing the list of participants; the attorneys of real and legal persons by presenting their identity cards and powers of attorney, and signing the list of participants; and the representatives authorized through EGKS (Electronic General Meeting System) by presenting their identities, and signing the list of participants.
Participation in the General Assembly electronically is possible with the secure electronic signatures of the shareholders or their representatives. For this reason, Shareholders who will take action in EGKS should first log on to the Central Registry Agency (Merkezi Kayıt Kuruluşu A.Ş. - CRA), e-CRA Information Portal, and save their contact information, as well as have a secure electronic signature. It is not possible for shareholders or their representatives who are not registered at the e-CRA Information Portal and do not have secure electronic signatures to participate in the General Assembly meeting electronically.
Furthermore, the shareholders or their representatives, who want to participate in the meeting via electronic means, should fulfill the requirements of the "Regulation on the General Assembly Meetings of the Joint Stock Companies to be Held via Electronic Means (EGKS)" published in the Official Gazette dated 28 August 2012 and numbered 28395, and the "Communiqué on the Electronic General Assembly System in General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated 29.08.2012 and numbered 28396.
The shareholders who cannot participate in the meeting in person or via electronic means should arrange their power of attorney according to the form attached hereto as ANNEX-4 or obtain the form from our headquarters or website at www.aksigorta.com.tr and present their power of attorney certified by the notary public by complying with requirements stipulated as per the Communiqué of the Capital Market Board Serial: IV, No:8.
Our Company's Balance Sheet, Profit/Loss Statement, Reports of the Board of Directors and Auditors, and the Dividend Distribution Proposal for 2022 will be available for review by the shareholders 21 days before the meeting date, at the headquarters of our Company, on the website of the Central Registry Agency, on the Electronic General Assembly System page and on the website of our Company at www.aksigorta.com.tr. In addition, together with the aforementioned documents, information notes containing the necessary explanations within the scope of the Corporate Governance Communiqué of the Capital Markets Board will be available on our Company's website at www.aksigorta.com.tr from the same date.
Respectfully submitted for the information of our shareholders.
YOURS SINCERELY, AKSİGORTA ANONİM ŞİRKETİ
Uğur Gülen Erkan Şahinler Member of Board of Directors Member of Board
of Directors
Company Head Office
Fatih Sultan Mehmet Mah. Poligon Cad. Buyaka 2 Sitesi 1 Blok No: 8A, İç kapı No:2 Ümraniye/İSTANBUL
OUR ADDITIONAL DISCLOSURE PURSUANT TO CMB REGULATIONS
The notifications and disclosures required to be made pursuant to the "Corporate Governance Communiqué" of the CMB numbered II-17.1 related to the agenda items are made next to the relevant agenda item below, and general explanations are presented for the information of our shareholders in this section:
1. Shareholding Structure and Voting Rights
| Hacı Ömer Sabancı Holding A.Ş. Ageas Insurance International NV Other Natural and Legal Persons |
31 December 2022 |
|---|---|
| Share Rate (%) Share Amount (TRY): |
|
| 36.00 580,320,000 36.00 580,320,000 28.00 451,360,000 |
|
| 100.00 1,612,000,000 |
There is no privileged share.
2. Information on Changes That Will Materially Affect the Operations of the Company and Its Subsidiaries
There are no management and operational changes that will materially affect the partnership activities of Aksigorta that happened in the 2022 accounting period or are planned for the upcoming accounting periods.
On the other hand, Sabancı Ageas Sağlık Sigorta A.Ş., the subsidiary of the Company incorporated in 2022 and registered on 03.08.2022, applied for a license to the Insurance and Personal Pension Regulation and Supervision Agency in 2023. The subsidiary plans to commence its activities upon the completion of the necessary infrastructure and organizational procedures and obtaining the license by the end of 2023.
3. Information on Shareholders' Requests for Adding an Item to the Agenda
There is no request from the shareholders and/or the Capital Markets Board and other public institutions and organizations to be discussed at the Ordinary General Assembly meeting where the activities of the Company for 2022 will be discussed.
INFORMATION ON ITEMS OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING OF
AKSIGORTA A.Ş. DATED 21 MARCH 2023
1. Opening and formation of the Meeting Chairmanship,
The Chairman of the Meeting and the Presidency of the Meeting will be formed to manage the General Assembly meeting pursuant to the provisions of the Turkish Code of Commerce (CoC), the articles of association, and the Regulation on the General Assembly Meetings of Capital Companies of the Ministry of Customs and Trade (the "Regulation").
2. Reading and discussion of the Board of Directors' Annual Report for 2022,
The Activity Report of the Board of Directors, which was presented for review by our shareholders 21 days before the General Assembly meeting at our Company Head Office, on the Electronic General Assembly portal, and on our Company's website at www.aksigorta.com.tr, will be read and discussed in the General Assembly meeting and submitted for approval of our shareholders pursuant to the provisions of the CoC, Regulation, and regulations related to the Capital Markets Law. This report, the annual report including the corporate governance compliance report, and other relevant documents are submitted for the review of our shareholders on our company's website.
3. Reading the summary of the Auditors' Reports for 2022,
The Summary Section of the Independent Audit Reports, which were presented for review by our shareholders 21 days before the General Assembly meeting at our Company Head Office, on the Electronic General Assembly Portal, and on our Company's website at www.aksigorta.com.tr, will be read and discussed in the General Assembly meeting and submitted for approval of our shareholders pursuant to the provisions of the CoC and the Regulation. These reports, the annual report including the corporate governance compliance report, and other relevant documents are submitted for the review of our shareholders on our company's website.
4. Reading, reviewing, and approval of the Financial Statements of 2022,
The Balance Sheet and Profit/Loss Statements for 2022, which were presented for review by our shareholders before the General Assembly meeting at our Company Head Office, on the Electronic General Assembly portal, and on our Company's website at www.aksigorta.com.tr, will be read and discussed in the General Assembly meeting and submitted for approval of our shareholders pursuant to the provisions of the CoC and the Regulation. In accordance with our financial statements for the accounting period of 1 January - 31 December 2022, which was prepared by our Company in conformity with the International Financial Reporting Standards pursuant to the Capital Markets Board's Communiqué w/Serial: XI, No: 29, and which was audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., our company's "Net Loss for the Period" is equal to 121,148,616-TRY.
5. Release of the Members of the Board of Directors regarding their activities in 2022,
Release of the members of the Board of Directors regarding their activities, transactions, and accounts in 2022 pursuant to the provisions of the Turkish Code of Commerce and the Regulation will be submitted to the approval of the General Assembly.
6. Determining the use of 2022 profit and the dividend ratios,
Since it is acknowledged that our company's "Net Loss for the Period" is equal to 121,148,616-TRY in accordance with our financial statements for the accounting period of 01.01.2022-31.12.2022, which was prepared by our Company pursuant to the accounting principles and standards in force in accordance with the insurance legislation, and which was audited by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (PwC), It was resolved to inform the shareholders that no dividend will be distributed for the 2022 accounting period within the scope of the CMB's regulations on dividend distribution, and to submit this subject to the approval of the General Assembly.
.
7. Determining the remuneration of the members of the Board of Directors and their rights, such as attendance fees, bonuses, and premiums
The General Assembly will determine the Monthly Gross Wages of the Members of the Board of Directors and their Rights, such as Attendance Fees, Bonuses, and Premiums. In this context, payment of a monthly gross wage of 60,000 TRY (Sixty thousand Turkish Liras) to each of the Independent Members of the Board of Directors during their term of office until the date of the next Ordinary General Assembly will be submitted for approval of the General Assembly.
8. Election of the Auditor
Our Board of Directors resolved for PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş to be elected for the audits to be carried out in the 2023 Accounting Period of our Company pursuant to the Insurance legislation and the Turkish Code of Commerce No. 6102; this election will be submitted for the approval of the General Assembly.
9. Informing the General Assembly regarding the revaluation made in 2022 and the allocation of a special fund from the reserves
Pursuant to the temporary article 32 added to the Tax Procedure Law and subparagraph (ç) added to Article 298 of the Law with the Law No. 7338 referring to the Tax Procedure Law General Communiqué w/Serial No. 547 published on 14 January 2023, it was resolved to inform the shareholders for the allocation of a special fund of 199,920,201 TRY related to the immovable assets subject to a revaluation by covering the same from Extraordinary Reserves, and for the 4,301,018 TRY, which could not be covered from the legal reserves of the Company, to be kept in off-balance sheet accounts, and further resolved for this subject to be submitted to the approval of the General Assembly.
10. Informing the General Assembly Regarding the Donations and Charities made in 2022
The donations made during the year must be submitted to the information of the General Assembly pursuant to Article 1.3.10 of the Corporate Governance Communiqué of the Capital Markets Board.
The donations made to foundations and associations in 2022 are listed in the following table. The aforementioned article is not related to the approval of the General Assembly but only for information purposes.
| Donated Institution | Donation Amount |
|---|---|
| OGEM SaplingDonation | 204,000 TRY |
| Enerjisa Energy Production Forest Pools |
590,000 TRY |
| Turkish Education Foundation | 2,950 TRY |
| Total | 796,950 TRY |
11- Determining the donation limit to be made by the company in 2022,
The limit of donations to be made by the company in 2023 will be determined by our shareholders at the General Assembly meeting.
12- Granting Permission to the Chairman and Members of the Board of Directors to Carry Out the Transactions Written in Articles 395 and 396 of the Turkish Code of Commerce,
Our members of the Board of Directors can only make transactions within the framework of Article 395 (Prohibition of Transactions with the Company and Borrowing from the Company) and 396 (Prohibition of Competition) of the Turkish Code of Commerce. In order to fulfill the requirements of these regulations, the granting of such permission will be submitted for the approval of our shareholders in the General Assembly meeting.
13- Wishes and opinions
ANNEX-1 Aksigorta Dividend Distribution Table
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AKSİGORTA A.Ş. Dividend Distribution Table For The Year 2022 (TRY)
1. Paid-in Capital 1.612.000.000
2. General legal reserves (As per Turkish GAAP) 111.936.210
Information concerning preferred shares, if, as per the company Articles of Association, there are any privileges
for preferred shares in distribution of dividend No
As per CMB As per Turkish GAAP
3. Profit for the period -121.148.616,00 -121.148.616,00
4. Taxes (-) 0,00 0,00
5. Net Profit For the Period (=) -121.148.616,00 -121.148.616,00
6. Prior years' losses (-) 0,00 0,00
7. General Legal Reserves (-) 0,00 0,00
8. NET DISTRIBUTABLE PROFIT FOR THE PERIOD 0,00 0,00
9. Donations Granted During The Year (+) 0,00
10. NET DISTRIBUTABLE PROFIT INCLUDING DONATIONS 0,00
11. First Category Dividend For Shareholders 0,00
- Cash 0,00
- Share 0,00
- Total 0,00
12. Dividends Distributed to the Privileged Shareholders 0,00
13. Other Didivdens Distributed 0,00
- Members of the Board of Directors 0,00
- Employees 0,00
- Non Shareholders 0,00
14. Dividens Distributed to the Holders of Usufruct Right Certificates 0,00
15. Second Category Dividend For Shareholders 0,00
16. General Legal Reserves 0,00
17. Status Reserves 0,00 0,00
18. Special Reserves 0,00 0,00
19. Extraordinary Reserves 0,00 0,00
20. Other Resource Planned for Distribution 0,00 0,00
- Previous Years’ Profit 0,00
- Extraordinary Reserve
- Other Distributable Reserves As Per The Legislation and the
Articles Of Association
Other Distributable Reserves
----- End of picture text -----
POWER OF ATTORNEY
AK SİGORTA ANONİM ŞİRKETİ
I, the undersigned, hereby appoint, empower and delegate ......................................... as my proxy in order to represent me, to vote, to make proposals, and to sign the necessary documents on behalf of me at the Annual General Meeting of Ak Sigorta A.Ş. pertaining to 2022, which will be held on 21 March 2023, Tuesday at 14:00 in Istanbul at Beşiktaş, 4. Levent, Sabancı Center.
Attorney's(*);
Name Surname / Trade Name:
T.R. ID No./Tax ID No., Trade Registry Office and Number and MERSIS No:
(*) For attorneys of foreign nationality, it is obligatory to inform the requested information, or equivalents thereof, if any.
A) SCOPE OF POWER OF ATTORNEY
The scope of power of attorney must be determined by selecting one of the options of (a), (b), and (c) under sections 1 and 2.
1. Regarding the Matters in the General Assembly Agenda;
-
a) The attorney is authorized to vote at his/her own discretion.
-
b) The attorney is authorized to vote according to the opinion of the partnership.
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c) The attorney is authorized to vote according to the following instructions.
Instructions: If option (c) is chosen by the shareholder, instructions specific to the agenda item are given by marking one of the options given for the relevant general assembly agenda item (accept or reject); and if the "reject" option is selected, the dissenting opinion, if any, is specified as requested to be written in the minutes of the general assembly meeting.
| Agenda Items | **Accept ** | Reject | Dissenting Opinion | |
|---|---|---|---|---|
| 1. | Openingand formation of the MeetingChairmanship, | |||
| 2. | Readingand discussion of the Board of Directors' Annual Report for 2022, | |||
| 3. | Readingthe summaryof the Auditors' Reports for 2022, | |||
| 4. | Reading,reviewing,and approval of the Financial Statements of 2022, | |||
| 5. | Release of the Members of the Board of Directors regardingtheir activities in 2022, | |||
| 6. | Determiningthe use of 2022profit and the dividend ratios to be distributed, | |||
| 7. | Determining the remuneration of the members of the Board of Directors and their rights,such as attendance fees,bonuses,andpremiums, |
|||
| 8. | Election of the Auditor, | |||
| 9. | Informing the General Assembly regarding the revaluation made in 2022 and the allocation of a special fund from the reserves, |
|||
| 10. | Informingthe General Assemblyregardingthe donations and charities made in 2022, | |||
| 11. | Determiningthe donation limit to be made bythe companyin 2023, | |||
| 12. | Granting permission to the Chairman and Members of the Board of Directors to carry out the transactions written in Articles 395 and 396 of the Turkish Code of Commerce, |
|||
| 13. | Wishes and opinions |
2. Special instruction on other issues that may arise during the General Assembly meeting, and on the use of minority rights, in particular:
-
a) The attorney is authorized to vote at his/her own discretion.
-
b) The attorney is not authorized for representation in these matters.
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c) The attorney is authorized to vote according to the following special instructions.
SPECIAL INSTRUCTIONS: Special instructions, if any, to be given by the shareholder to the attorney are specified here.
B) The shareholder chooses one of the options below and specifies the shares s/he wants the attorney to represent.
1. I hereby confirm the representation of my following shares by the attorney.
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a) Class and Series: *
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b) Number/Group: **
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c) Quantity-Nominal (face) Value:
-
ç) Privileged in Voting or not:
-
d) Bearer or Registered Share: *
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e) Total Shares Owned by the Shareholder/Voting Rights Ratio:
-
This information is not requested for the shares monitored by recording.
** Information about the group, if any, will be given instead of the number for the shares monitored by recording.
2. I hereby confirm the representation by the attorney of all my shares in the list of shareholders who may attend the general assembly meeting prepared by CRA the day before the General Assembly.
NAME SURNAME OR TRADE NAME OF THE SHAREHOLDER(*):
T.R. ID No./Tax ID No., Trade Registry Office and Number and MERSIS No:
Address: ..............................................................................................................................
..........................................................................................................................................
(*) For shareholders of foreign nationality, it is obligatory to inform the requested information, or equivalents thereof, if any.
SIGNATURE