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AKSİGORTA A.Ş. AGM Information 2025

Mar 19, 2025

8666_rns_2025-03-19_dabcb37f-69f6-462d-8791-d48e871afc74.pdf

AGM Information

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AK SİGORTA ANONİM ŞİRKETİ INFORMATION DOCUMENT REGARDING THE ORDINARY GENERAL ASSEMBLY MEETING PERTAINING TO 2024 DATED 19 MARCH 2025

2024 Annual Ordinary Meeting of the General Assembly of Shareholders of our Company will be held at the address of SABANCI CENTER, 4. LEVENT 34330 BEŞİKTAŞ, ISTANBUL at 15:00 hours on Wednesday 19 March 2025 to discuss the issues listed in the agenda below.

The shareholders that are pursued on the book-entry basis at the Central Registry Agency and thus have the right to join the meetings of the general assembly of shareholders may choose to participate in the general assembly meeting to be gathered at the above-indicated address personally or through their representatives, or if they wish, they may also participate personally or through their representatives in the general assembly meeting in virtual environment via the Electronic General Assembly System provided by the Central Registry Agency by using their secure electronic signatures.

The shareholders may delegate and authorize their representatives by utilizing the Electronic General Assembly System, and within the frame of the provisions of Communiqué no. II-30.1 by Capital Markets Board, they may also assign a proxy for themselves by filling the power of attorney form an example of which is provided below or the power of attorney form that they may obtain from the headquarters of our Company and our Company's website www.aksigorta.com.tr and having their signatures attested by a notary public or attaching their notarized signature circulars containing their signatures to the power of attorney form.

To physically join the Meeting of the General Assembly of Shareholders, each participant should present the below-mentioned documents and sign the list of attendants:

  • Natural person shareholders their identity cards,
  • Legal entity shareholders identity cards of persons authorized to represent and bind the legal entity along with their certificates of authorization,
  • Proxies of natural persons and legal entities their identity cards and their certificates of representation, and
  • Representatives delegated through the Electronic General Assembly System their identity cards.

The shareholders who will attend the meeting of the general assembly of shareholders in virtual environment via the Electronic General Assembly System may obtain information about attendance, assignment of a representative, making proposals, expressing opinions, and voting from the website of the Central Registry Agency at http://www.mkk.com.tr.

The shareholders or their representatives who wish to participate in the meeting via electronic media are required to fulfil their obligations as per the provisions of the "Regulation on Electronic General Assembly Meetings in Joint-Stock Companies" published in the Official Gazette edition 28395 on 28 August 2012 and the "Communiqué on Electronic General Assembly System to be Applied in General Assembly Meetings of Joint-Stock Companies" published in the Official Gazette edition 28396 on 29 August 2012.

Financial tables for the year 2024, Board of Directors' Annual Report, Independent Auditor Reports, Dividend Distribution Proposal and Information Document of the Company for the Meeting of General Assembly of Shareholders will be available and accessible on the Electronic General Assembly System page on the website of the Central Registry Agency, "Investor Relations" and "Information Society Services" sections on our Company's website at http://www.aksigorta.com.tr, and Public Disclosure Platform's page at least twenty-one days prior to the meeting date, will also be kept ready to be examined at the Investor Relations Department at the headquarters of our Company indicated below.

Our esteemed shareholders are kindly requested to attend the meeting on the stated day and time.

KIND REGARDS, AK SİGORTA ANONİM ŞİRKETİ Haluk DİNÇER Mustafa Fırat KURUCA Board Chairperson Board Member/General Manager

AK SIGORTA ANONİM ŞİRKETİ AGENDA ON THE ANNUAL GENERAL MEETING 2024 TO BE HELD ON MARCH 19, 2025

  • 1. Opening, and appointment of the Chairmanship Committee of the Meeting,
  • 2. Reading and discussion of the Board of Directors' Activity Report for 2024,
  • 3. Reading of the Auditor Reports for 2024,
  • 4. Reading, discussion and approval of the financial statements issued for 2024,
  • 5. Submission of the members elected to fill vacant Board Memberships during the period to the General Assembly for approval,
  • 6. Release of the Board of Directors from its responsibilities of business activities of 2024,
  • 7. Determination of use of 2024 profit and the rates of dividends and profit shares to be distributed,
  • 8. Determination of salaries and other rights of Directors such as remuneration, attendance fee and bonus,
  • 9. Election of auditor,
  • 10. Discussion and approval of authorizing Board of Directors for advance dividend distribution for 2025 accounting period,
  • 11. Presentation of information to General Assembly on donations and grants made during 2024,
  • 12. Determination of limits of donations to be made by the Company within 2025,
  • 13. Authorization granted to Chairman and other members of the board for transactions stipulated in Article 395 and 396 of Turkish Commercial Code,
  • 14. Wishes and requests.

ADDITIONAL EXPLANATIONS WITHIN THE SCOPE OF CORPORATE GOVERNANCE PRINCIPLES OF CAPITAL MARKETS BOARD

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

The distribution of shares representing the Company's capital among shareholders is presented in the table below.

Shareholder Tutar (TL) Oran (%)
Hacı Ömer Sabancı Holding A.Ş. 580.320.000 36,00
Ageas Insurance International NV 580.320.000 36,00
Diğer 451.360.000 28,00
TOPLAM 1.612.000.000 100,00

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 Ak Sigorta that happened in the 2024 accounting period or are planned for the upcoming accounting periods.

The shares of Medisa Sigorta A.Ş., a subsidiary of our Company, were transferred to Agesa Hayat ve Emeklilik Anonim Şirketi and Medisa Sigorta A.Ş. was excluded from consolidation.

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 2024 will be discussed.

4. If the dismissal, replacement, or election of members of the board of directors is on the agenda of the general assembly meeting, the reasons for dismissal and replacement, the resumes of the individuals nominated for board membership, their positions held in the last ten years, reasons for departure, the nature and significance of their relationship with the company and its related parties, their independence status, and any other factors that may affect the company's activities shall be provided

No.

2024 ORDINARY GENERAL ASSEMBLY MEETING

EXPLANATIONS ON AGENDA ITEMS

1. Opening and appointment of the Chairmanship Committee of the Meeting,

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' Activity Report for 2024,

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 of the Auditor Reports for 2024,

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, discussion and approval of the financial statements issued for 2024,

Within the framework of the provisions of the Turkish Commercial Code, the Regulation and our General Assembly Internal Directive, the Financial Statements for the year 2024, which have been made available for the review of our shareholders at our Company's headquarters, on the Electronic General Assembly Platform of the Central Registry Agency and on our Company's corporate website (www.aksigorta.com.tr) for 21 days prior to the General Assembly meeting, will be read at the General Assembly and will be submitted for the opinion and approval of our shareholders.

5. Submission of the members elected to fill vacant Board Memberships during the period to the General Assembly for approval,

Appointments made by the Board of Directors to the board memberships that became vacant due to resignation during the period will be submitted to the approval of the General Assembly. Summary background information of the appointed members of the Board of Directors is given in Annex-1.

6. Release of the Board of Directors from its responsibilities of business activities of 2024,

Within the framework of the provisions of the Turkish Commercial Code and the Regulation, the release of the members of the Board of Directors separately for their activities, transactions and accounts for the year 2024 will be submitted to the approval of the General Assembly.

7. Determination of use of 2024 profit and the rates of dividends and profit shares to be distributed,

In accordance with the accounting principles and standards in force as per insurance legislation and audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Deloitte), our financial statements for the period from 01.01.2024-31.12.2024 reveal a "Net Profit for the Period" of 1.856.582.154-TL.

As of December 31, 2024, the Company's capital adequacy ratio stood at 158%. In line with the medium and long term strategies, investment and financial plans of our Company, it has been decided to inform the shareholders that no dividend distribution will be made for the 2024 accounting period in order to bring the capital to a stronger level, taking into account the situation of the national economy and the sector, and to submit this issue to the approval of the General Assembly at the 2024 Ordinary General Assembly meeting to be held on March 19, 2025. The Dividend Distribution Table is attached as Annex 2.

8. Determination of salaries and other rights of Directors such as remuneration, attendance fee and bonus

Within the framework of the provisions of the Turkish Commercial Code, the Regulation and the Articles of Association, the monthly gross salaries of the Members of the Board of Directors will be determined by the General Assembly.

In this context, it will be submitted to the approval of the General Assembly that each of the Independent Members of the Board of Directors will be paid a monthly gross remuneration of TRY 135.000 (One hundred and thirty five thousand Turkish Liras) during their term of office until the next Ordinary General Assembly.

9. Election of the Auditor

In accordance with the relevant provisions of the Turkish Commercial Code No. 6102, Capital Markets Law No. 6362, Insurance Law No. 5684, Insurance Law No. 5684 and Decree Law No. 660, the Board of Directors, taking into consideration the recommendation of the Audit Committee, has decided to propose to the General Assembly DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A. Ş. to audit the financial reports of our Company for the fiscal year 2025 and to subject the sustainability reports of our Company for the years 2024 and 2025 to assurance audit within the framework of sustainability legislation and to carry out other activities within the scope of the relevant regulations. Ş. to be proposed to the General Assembly and this proposal will be submitted to the approval of the General Assembly.

10. Discussion and approval of authorizing Board of Directors for advance dividend distribution for 2025 accounting period

In accordance with Article 84 of the Articles of Association and the Capital Markets Board's Dividend Communiqué No. II-19.1, the issue of authorizing the Board of Directors to decide on the distribution of advance dividends limited to the fiscal year 2025 will be submitted to the approval of the shareholders at the General Assembly.

11. Presentation of information to General Assembly on donations and grants made during 2024

Pursuant to Article 1.3.10 of the Capital Markets Board's Corporate Governance Communiqué, donations made during the year must be submitted for the information of the General Assembly. Information on donations made to foundations and associations in 2024 is presented in the table below. The said article is not for the approval of the General Assembly, but for informational purposes only.

DONATION AMOUNT (TL)
İhtiyaç Haritası Yardımlaşma Vakfı 3.000.000
OGEM Fidan Bağışı 680.000
Subtotal 3.680.000
Hacı Ömer Sabancı Vakfı (*) 143.213.024
Total Amount 146.893.024

(*) Donations made to Hacı Ömer Sabancı Foundation mentioned in the related line are subject to the limit specified in Article 81 of the Articles of Association.

12. Determination of limits of donations to be made by the Company within 2025,

The limit of donations to be made by the company in 2025 will be determined by our shareholders at the General Assembly meeting.

13. Authorization granted to Chairman and other members of the board for transactions stipulated in Article 395 and 396 of Turkish Commercial Code,

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.

14. Wishes and opinions

ANNEX-1

Karolien GIELEN Member of the Board of Directors

Karolien Gielen joined the Boston Consulting Group in 2007. She is a core member of BCG's Insurance practice and specializes in digital transformation and innovation, data analytics and core insurance process optimization (underwriting and claims).

In 2012, Karolien worked as an advisor to the Belgian Deputy Prime Minister on secondment and helped design the government's pension strategy. She also acted as a key advisor during the financial crises.

Mustafa Fırat KURUCA Member of the Board of Directors and General Manager

Fırat Kuruca graduated from the Department of Business Administration of the Faculty of Administrative Sciences at Boğaziçi University. He started his professional career at Unilever Türkiye in 1989 and has respectively held the positions of Management Accountant (Unilever Türkiye), Commercial Officer (Unilever Europe, Belgium), Purchasing Manager (Unilever Türkiye), Audit Director (Unilever Germany), and CEE Finance Director (Unilever Europe, Belgium).

In 2004, he left his position at Unilever and returned to Türkiye to take on the role of Finance and Administrative Affairs Director at Koç Holding Setur Divan İşletmeleri. He joined AgeSA in 2005 as Assistant General Manager in charge of Finance. As of January 1, 2017, he has been serving as the CEO of AgeSA, and additionally, as of June 1, 2024, he has been serving as the General Manager and Board Member of Ak Sigorta.

AK
SİGORTA A.Ş. Dividend Distribution Table For The Year 2024
(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 2.014.421.088,78 2.014.421.088,78
4. Taxes (-) 157.838.935,00 157.838.935,00
5. Net Profit For the Period (=) 1.856.582.153,78 1.856.582.153,78
6. Prior years' losses (-) 0,00 0,00
7. General Legal Reserves (-) 92.829.107,69 92.829.107,69
8. NET DISTRIBUTABLE PROFIT FOR THE PERIOD 1.763.753.046,09 1.763.753.046,09
9. Donations Granted During The Year (+) 146.893.024,00
10. NET DISTRIBUTABLE PROFIT INCLUDING DONATIONS 1.910.646.070,09
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
Dividens Distributed to the Holders of Usufruct Right
14. 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 1.763.753.046,09 1.763.753.046,09
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

PROXY STATEMENT

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 2024, which will be held on 19 March 2025, Wednesday at 15:00 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.
  • 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.

Items of the Agenda Yes No Counter statement
1. Opening, and appointment of the Chairmanship Committee of the Meeting
2. Reading and discussion of the Board of Directors' Activity Report for 2023
3. Reading of the Auditor Reports for 2024
4. Reading, discussion and approval of the financial statements issued for 2024
5. Submission of the members elected to fill vacant Board Memberships during
the period to the General Assembly for approval
6. Release of the Board of Directors from its responsibilities of business activities
of 2024
7. Determination of use of 2024 profit and the rates of dividends and profit shares
to be distributed
8. Determination of salaries and other rights of Directors such as remuneration,
attendance fee and bonus
9. Election of auditor
10. Discussion and approval of authorizing Board of Directors for advance
dividend distribution for 2025 accounting period
11. Presentation of information to General Assembly on donations and grants
made during 2024
12. Determination of limits of donations to be made by the Company within 2025
13. Authorization granted to Chairman and other members of the board for
transactions stipulated in Article 395 and 396 of Turkish Commercial Code
14. Wishes and requests

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.
  • 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.

  • a) Class and Series: *
  • b) Number/Group: **
  • c) Quantity-Nominal (face) Value:
  • ç) Privileged in Voting or not:
  • d) Bearer or Registered Share: *
  • 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