AGM Information • May 7, 2024
AGM Information
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Our Company's Ordinary General Assembly Meeting of Shareholders shall be held at the address of Fatih Sultan Mehmet Mahallesi, Balkan Caddesi, No:58 Umraniye, 34771, Istanbul at 14.00 on 19 April 2024 Friday in order to discuss and resolve agenda items below.
Shareholders may attend our Company's Ordinary General Assembly Meeting of Shareholders personally or by proxy either physically or electronically. Electronic (online) attendance to the General Assembly meeting shall be possible with the secure electronic signatures of the shareholders or their proxies. For this reason, a shareholder willing to attend the meeting via Electronic General Assembly System should first register himself with Central Registration Agency A.Ş. (CRA) e-Investor Data Portal to enter his contact details and he should also have a secure electronic signature. A shareholder or representatives may in no event attend the General Assembly meeting electronically unless he is registered with the e-Investor Data Portal and has a secure electronic signature.
Moreover, a shareholder or representatives willing to attend the meeting electronically or his proxy is required to fulfil his obligations in line with the "Regulation on General Assemblies to be held electronically in joint-stock companies" ("EGAS") as published in the Official Gazette issued on 28 August 2012 under no 28395 and the "Communiqué on the Electronic General Assembly System applicable in General Assembly Meetings of Joint-stock Companies" as published in the Official Gazette issued on 29 August 2012 under no 28396.
Any shareholder who shall not be able to attend the meeting personally in physical environment is required to issue his letter of proxy in line with the attached specimen (Annex 2) or obtain the physical specimen of the proxy from the Company premises at the address of Şekerpınar Mahallesi, Otomotiv Cad. No.2 Çayırova / Kocaeli or download it from our Company's web site www.anadoluisuzu.com.tr and accordingly shall fulfil those requirements set out in the "Communiqué no II-30.1 on Voting by Proxy and Collection of Proxies via Call" which came in force upon its publication in the Official Gazette issued on 24.12.2013 under no 28861, and should submit his notarized letter of proxy to the Company. Any letter of proxy which is strictly required under the said Communiqué and which deviates from the attached specimen shall be in no event accepted by us due to our legal liability in this respect.
In case, under the same Communiqué and in line with the CRA regulations, the proxy is appointed from the EGAS, the condition to use the attached specimen will not be sought and the proxy may attend the meeting without the further need to submit a letter of proxy.
This Information Memorandum which contains detailed information as to agenda items and other explanations and statements that are essential to ensure compliance with the Capital Markets Board regulations and Financial Statements for the Financial Year 2023 and the Independent Audit Report issued by PWC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. the independent auditor, and the Board of Directors Annual Report with the Corporate Governance Compliance Report shall be posted at the Company's Adress, at the Company's web site (www.anadoluisuzu.com.tr), and the Public Disclosure Platform and the Electronic General Assembly system for the inspection of the esteemed Shareholders within the legally permitted time period and three weeks before General Assembly meeting.
All our shareholders are invited and welcomed to our General Assembly meeting.
Head Office : Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok Tepeüstü 34771 Ümraniye / İSTANBUL
Trade Registry and Number: Istanbul – 0068006909500014
In this section, we will present our explanations that we were asked to make in addition to the meeting agenda pursuant to the "Corporate Governance Communiqué" no II-17.1 which was adopted by the Capital Markets Board ("CMB") and which became effective on 3 January 2014.
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There is not any preference granted to the shareholders according to our Articles of Association in connection with the voting rights.
Voting rights held by the Company's current shareholders are given in the following table for your information:
| (TL) Shareholder |
Share | Shareholding Ratio |
Voting Rights | Voting Rights |
|---|---|---|---|---|
| Amount | (%) | Ratio (%) | ||
| AG ANADOLU GRUBU HOLDİNG A.Ş. | 139.606.203 | 55,40 | 13.960.620.300 | 55,40 |
| ISUZU MOTORS LTD. | 42.826.526 | 16,99 | 4.282.652.600 | 16,99 |
| ITOCHU CORPORATION TOKYO | 23.844.967 | 9,46 | 2.384.496.700 | 9,46 |
| ITOCHU CORPORATION İSTANBUL | 8.274.638 | 3,28 | 827.463.800 | 3,28 |
| OTHER | 37.447.666 | 14,87 | 3.744.766.600 | 14,87 |
| TOPLAM | 252.000.000 | 100,00 | 25.200.000.000 | 100,00 |
To our best knowledge and belief, there is no change, which was introduced in the past or is planned for future times, to the governance, management and business operations of our Company or its affiliates or subsidiaries which may have a material impact on our Company's business operations.
There is no such a request for adding any further agenda item for the Ordinary General Assembly Meeting for 2023 which shall be held on 19 April 2024.
A Meeting Presidency shall be selected to administer and supervise the General Assembly meeting in line with the provisions of Turkish Code of Commerce (TCC) (the Law no 6102), and the Regulation on the Procedures and Rules applicable to General Assembly Meetings of Joint-stock Companies and the presence of Representatives from the Ministry of Customs and Trade thereat" ("Regulation" or the "General Assembly Regulation") and a Proposal whereby the General Assembly Meeting Minutes shall be signed by the Meeting Presidency on behalf of the present shareholders shall be submitted for the approval by the General Assembly.
Pursuant to the provisions of TCC the Regulation and the CMB Regulations, our shareholders shall be duly informed about the Board of Directors Annual Report, including the corporate governance compliance report, which shall be posted at our Company's Factory premises, the CRA's Electronic General Assembly Portal and our Company's web site (www.anadoluisuzu.com.tr) for the inspection of our Shareholders at least three weeks prior to the General Assembly meeting, and the Report shall be submitted for the opinion of our shareholders.
Pursuant to the provisions of TCC. the Regulation and the CMB Regulations, our shareholders shall be duly informed about our financial statements, which shall be posted at our Company's Factory premises, the CRA's Electronic General Assembly Portal and our Company's web site (www.anadoluisuzu.com.tr) for the inspection of our Shareholders at least three weeks prior to the General Assembly meeting, and the Statements shall be submitted for the opinion and approval of our Shareholders.
5. Release of each member of the Board of Directors from liability with regard to the 2023 activities and accounts of the Company
Individual discharge of each Board member from the Company operations, transactions and accounts for 2023 in line with the provisions of TCC and the Regulation shall be submitted for the approval of the General Assembly.
6. Decision on dividend distribution Pursuant to the resolution adopted by the Board of Directors
The decision of the Board of Directors, dated March 25, 2024, can be taken against the general public as a distributable net profit in the tables of 2023 according to the Turkish and Commercial Code CMB regulations. 1.9841 TL (Net 1.7857 TL) will be hit per share with a nominal value of 1 TL, with a gross profit of 198.41% over the capital (252,000.000 TL). The Ordinary General Assembly Meeting will be submitted to the approval of the shareholders.
7. Election of Board of Directors whose term of office is completed, designation of the Independent Board Members, determination of their term of office and fees,
Pursuant to the CMB Regulations, TCC provisions and the Regulation, new Board members shall be selected to replace those members whose office terms have expired in line with the rules and procedures applicable to the appointment of Board members as set out in the Articles of Association. Moreover, independent members shall be appointed to ensure compliance with the CMB's Corporate Governance Communiqué no II-17.1 Independent members to be appointed should meet the independency criteria defined in the CMB'S Corporate Governance Communique. In line with the report issued by our Corporate Governance Committee upon the evaluation of the nominees presented to them, our Board of Directors has nominated Münür YAVUZ, Tarık TUNALIOĞLU, Lale DEVELİOĞLU, Barış TAN and Yusuf Kamil SONER as the nominees for the independent members of the Board of Directors. Moreover, the remuneration payable to the Board members shall be determined in accordance with the provisions of the TCC and the Regulation as well as the
independency statements of independent members are given in Annex 1. 8. Approval of the independent audit firm for the audit of the 2024 Financial Statements and Reports prepared in accordance with the Turkish Commercial Code numbered 6102 and the Capital Markets Law numbered 6362
terms and conditions set out in our Articles. The resumes of the nominees for Board members and
Pursuant to the "Communiqué on the Independent Audits at Capital Markets" as published by the Capital Markets Board, our Board of Directors resolved, on March 25, 2024 and upon consultation with the Audit Committee, to appoint PWC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. for the audit of our Company's financial statements for the financial year of 2024, and this appointment shall be submitted for the approval of the General Assembly.
9. Informing the General Assembly on the securities, pledges and mortgages given on behalf of third parties and income or benefits obtained by the company due to this during the year 2023, within the framework of CMB regulations
Pursuant to the Capital Markets Board regulations, it is now mandatory for publicly traded companies to give information to their shareholders about the Pledges, Liens and Mortgages granted by such a company in favour of third parties, and to ensure such information supply, a separate agenda item should be included on the agenda. There is no guarantee, pledge, mortgage or suretyship given by the Company as of 31.12.2023 in favour of third parties to secure the ordinary course of its business operations or to guarantee the third party debts nor is there any revenue or income raised from them.
10. Informing the General Assembly on the donations made in 2023, within the framework of CMB regulations.
Our Group donated a sum of 38.941.210 TL to the foundations and societies on a consolidated basis in 2023, this information will be submitted to the General Assembly.
11. Informing the General Assembly regarding with 2023 transactions, if any, within the context of Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board.
The mandatory Corporate Governance Principle no 1.3.6 of the Communiqué no II-17.1 adopted by the Capital Markets Board reads as follows: "In circumstances where shareholders holding the controlling power, board members, and managers with administrative tasks as well as their spouses and next of kin by blood and affinal kinship up to second degree carry out a material business transaction with the Company and its subsidiaries in a manner to cause a conflict of interest and/ or are engaged in a commercial business falling within the scope of Company's business on behalf of himself or for the account of another party or itself or for another entity or the Company or subscribes to another company engaged in the same kind of business operations in a capacity of an unlimited/ general partner, the said transactions are set out in a separate agenda item to give detailed information to the general assembly in this respect and they are to be noted in the general assembly meeting notes."There is not any material transaction known to be executed or for which an information was given to us in this respect during the year.
12. To give permission to the Board members to allow them to pursue or engage in those operations under Articles 395 and 396 of Turkish Code of Commerce.
The General Assembly's approval shall be sought so that our Board members may carry out transactions in line with the first paragraph of Article 395 of TCC titled "No Business with and No Borrowing from the Company" and Article 396 thereof titled "No Competition".
Within the framework of the Capital Markets Board's decision dated 07/03/2024 and numbered 14/382; it was informed that the entire inflation adjustment loss in the legal records as a result of the inflation adjustment of 2023 was closed with the equity inflation differences.
14. Closing
Tuncay Özilhan was born in Kayseri. Mr. Özilhan studied in Saint-Joseph high school then graduated from the Faculty of Economics of İstanbul University. He has received his MBA degree from Long Island University in the United States. He has undertaken responsibilities such as General Director of Erciyas Brewery, Coordinator of the Beer Group and General Coordinator of the Anadolu Group. Mr. Özilhan acted as the CEO of the Anadolu Group from 1984 to February 2017. He is the Chairman of the Anadolu Group since May 2007. He has also been serving as Chairman of Anadolu Foundation as well as various Group companies. Mr. Özilhan served as TÜSİAD's (Turkish Industrialist's and Businessmen's Association) Chairman from 2001 to 2003 and he is currently Chairman of its High Advisory Council. His other responsibilities include; Member of The Board and Chairman of the Turkish – Russian Business Council at the Foreign Economic Relations Board (DEİK), Honorary Consul for the Republic of Estonia and President of the Anadolu Efes Sports Club. Tuncay Özilhan holds Ministerial Medal by the Ministry Foreign Affairs of the Republic of Estonia and "The Order of the Rising Sun, Gold and Silver Star", constituting one of the most important orders awarded by Japanese government.
Kamil Yazıcı holds a bachelor's degree in business administration from Emory University in USA, an MBA degree from AIBEC (American Institute of Business and Economics) in Russia and has completed the GMP program at Harvard Business School. Starting his career in Anadolu Group Finance Department in 2000, Mr. Yazici later worked in Anadolu Efes Russia Marketing Department between 2003-2005 and was appointed New Product Development Manager in 2005. Continuing his career in Russia as Logistic Systems Manager during 2006-2008, Mr. Yazıcı was appointed as Supply Chain Director in 2008 and as Development Director in 2010. Mr. Yazıcı assumed the role of Anadolu Efes Moldova Managing Director between 2011-2014 and was later appointed as Market Development Director in Anadolu Efes Headquarters, a position held until April 2017. Mr. Yazıcı currently serves as Board Member and ViceChairman in Anadolu Group companies.
Talip Altuğ Aksoy received his bachelor's degree in economics from Oglethorpe University in USA. He began his career as Finance Assistant Specialist at Anadolu Group in 1995 and was appointed as a Finance Specialist in 1996. Aksoy worked as Human Resources and Treasury Specialist from 1998 to 2000. He served as Director of Sales and Marketing at Efes Invest from 2000 to 2003 and was appointed as the Director of Trade and Export at Efes Beer Group in January 2003. Continuing his career at Anadolu Group as the Director of Purchasing and Logistics between 2006-2008, Aksoy was appointed as Director of Supply Chain of Efes Beer Group in June 2008. In November 2011, he was appointed as Efes Turkey Managing Director and served in this position until January 2017. Aksoy still continues to serve as a Board Member in various Anadolu Group companies.
Efe Yazıcı received his bachelor's degree from George Washington University in Business Administration in 1999 and completed his Master's degree in Management at Sabancı University in 2003. He worked as Treasury Manager Assistant at Merrill Lynch from 1997 to 1999. After he joined the Anadolu Group, from 1999 to 2002, Efe Yazıcı undertook various duties in Abank, Anadolu Endüstri Holding, TurkeCom, Anadolu Efes and Efes Moscow. Between 2003 and 2014, he respectively served as an Export Specialist, Export Chief, Marketing Chief, Marketing Manager, Sales Manager and Export Manager in Anadolu Isuzu Otomotiv Sanayi ve Ticaret AŞ. Since 2015, Mr. Efe Yazıcı is serving as General Manager of Antgıda A.Ş. and he is a Member of the Board of Directors in Billurtuz A.Ş.
Hurşit Zorlu holds a BCs degree in Economics from Istanbul University. Prior to joining Anadolu Group as a Marketing Specialist at the Efes Beverage Group in 1984, he held various positions in Toz Metal and Turkish Airlines. During his career at Efes Beverage Group, he held various positions including Assistant Marketing Manager, Assistant Project Development Manager, Project Development Manager and Business Development & Investor Relations Director respectively. Zorlu held the position of Chief Financial Officer (CFO) at Efes Beverage Group between 2000-2008 and the position of CFO at Anadolu Group between 2008-2013. In January 2013, Zorlu was appointed as Deputy CEO and as of February 2017 he was appointed as CEO of Anadolu Group. Hurşit Zorlu, a Board Member of various Anadolu Group companies, is also the Chairman of the Sustainability Committee of the Group. Zorlu is a board member of DEİK Outbound Investment Business Council, Board Member of the Turkish Investor Relations Association (TÜYİD) and served as the 8th Term Chairman of the Corporate Governance Association of Turkey (TKYD) between 2015-2017.
Dr. Argüden is the Chairman of ARGE Consulting, a globally recognized Turkish management consulting firm known for value creating strategies, governance, and sustainability. He is also the Chairman of Rothschild&Co investment bank in Türkiye. His career spans the private sector, public sector, multinational institutions, NGOs, and academia. Dr. Argüden served on the boards of more than 70 national and international corporations. He is an adjunct Professor of Business Strategy, an author of numerous books and a columnist focusing on business, strategy, governance, and sustainability.He is a renowned governance expert and served as the Vice-Chairman of the Governance Committee of the Business at OECD, as a member of the IFC's Corporate Governance Advisory Board, and as the Chairman of Trustees of the Argüden Governance Academy. He is also the Vice-Chair of the Turkish Basketball Federation. As a social entrepreneur he has founded and led numerous NGOs and initiated the National Quality Movement. As the elected Global Chair of the National Networks, he has served on the Board of the UN Global Compact, the world's largest sustainability platform. He is an Eisenhower Fellow, a recipient of numerous leadership, distinguished citizenship, and career awards and was selected by the World Economic Forum as a "Global Leader for Tomorrow" for his commitment to improving the state of the world.
Mr. Kurdaş, who was born in 1960, graduated from TED Ankara College in 1977 and Mechanical Engineering from Boğaziçi University in 1981. He is also earned a degree of senior mechanical engineer in 1983 from the University of Boğaziçi. Respectively, he worked at Isuzu Motors Yokohama Japan Corporation between 1984-1986, at Anadolu Group between 1986-1994 as design expert on Anadolu Isuzu. He has been working as a CEO at GSD A.Ş. since 1988. He became the founder of ENOSAD (Industrial Automation Industrialists Association) in 2005 and served as Vice President.
Mr. Sawada, who was born in 1985, earned a Bachelor degree of Russian Studies from the University of Kobe. Mr. Sawada began his career in Itochu Corporation as Sales Repsesentative in Russian Automotive Department in 2008. In 2012, he held the position of Assistant to General Director of Suzuki Motors Rus LLC in Moscow, Russia. One year later he assigned as Assistant to General Director Suzuki Motors Rus LLC in Almaty, Kazakhistan. For the last five years he worked as Project Leader in Isuzu Business Department. He is serving as the General Manager Consultant in Anadolu Isuzu Otomotiv Sanayii ve Ticaret A.Ş. since August 2019.
Born in 1974, Tomoyuki Yamaguchi graduated from Toyo University and joined Isuzu Motors in 1997. From 1998 to 2019, he worked in the international sales department, where he was promoted to senior manager of Isuzu Motors Southwest Asia Group. From 2019 to 2023, he served as Deputy General Manager of Isuzu Motors South Africa. Since April 2023, he has been the General Manager of Isuzu Motors Regional Management Office.
Born in 1979, Sadettin Ahmet Bilgiç graduated from Cağaloğlu Anatolian High School in 1997 and Indiana University, Department of Business Administration in 2001, and received his MBA degree from Sabancı University in 2004. Mr. Bilgiç started his career at AG Anadolu Holding between 2001 and 2003 and worked as an Investor Relations Analyst at Anadolu Efes between 2003 and 2004. In 2005, Mr. Bilgiç joined Coca Cola in the Sales department and worked as Marmara Region Sales Manager between 2008-2011, Business Development Manager between 2011-2014 and Sales Manager between 2014-2018. Since June 2018, Ahmet Bilgiç has been working as Turkey and Middle East Purchasing, Import and Export Manager at Coca Cola İçecek A.Ş.
He worked at Hazama Gumi, MNG and Yüksel İnşaat between 1987 and 1990. Between 1990 and 2000, Mr. Yavuz worked at Toyota, where he held positions such as Paint Plant Engineer, Department Manager and Plant Manager. Between 2001 and 2009, Mr. Yavuz worked at Karsan, where he served as Group Production Manager, Assistant General Manager of Production and Operations Director. In 2009, Yavuz started working as General Manager at MAN Turkey and in 2019, he became responsible for the bus production facilities in Turkey, Poland and South Africa at Man Truck and Bus.
Tarık Tunalıoğlu graduated from Saint Joseph High School in 1974 and completed his master's degree in Mechanical Engineering at Istanbul Technical University in 1982. He worked at Oyak Renault between 1982 and 2015. Starting to work as a Design Engineer, Mr. Tunalıoğlu worked as Head of Engineering Department, Engineering Director, Project Director, Technical Director and Industrial Director. Between 2008 and 2013, Tunalıoğlu served as General Manager at Oyak Renault, and in the same years, he served as Vice Chairman of the Board of Directors at OSD and Board Member at the Turkish French Trade Association, and was awarded the Légion d'Honneur by the French Government in 2012. Between 2013 and 2015, he served as Program Director for Euromed-Africa region. Between 2015 and 2019, he served as Chairman and Member of the Board of Directors at Ege Endüstri and İnci GS Yuasa. Between 2015 and 2023, Tunalıoğlu served as CEO Advisor at Kibar Holding and Assistant General Manager in charge of Operations at Assan Aliminyum and continues to serve as CEO Advisor at Kibar Holding.
Prof. Barış Tan is a Professor of Operations Management and Industrial Engineering at Koç University, Istanbul, Turkey. He is the author of many publications in the areas of design and control of production systems, supply chain management, analytical modelling, and business model innovation, and the recipient of Turkish Academy of Sciences Distinguished Young Scholar Award, TUBITAK fellowship, NATO Science Fellowship, the Rockefeller Foundation Residency Award at Bellagio Center, and best paper awards for his publications. Barış Tan received a BS degree in Electrical and Electronics Engineering from Boğazici University, and ME in Industrial and Systems Engineering, MSE in Manufacturing Systems, and PhD in Operations Research from the University of Florida. He has been working at Koç University since 1994 and previously served as the Vice President for Academic Affairs, Dean of College of Administrative Sciences and Economics and the Director of the Graduate School of Business. He held visiting positions at Harvard University Division of Engineering and Applied Sciences, MIT Operations Research Center, MIT Laboratory for Manufacturing and Productivity, Cambridge Judge Business School, and University College London School of Management. Professor Tan is a member of the advisory boards of Kyoto University Graduate School of Management, EM Lyon and Nottingham Business School, and the chairman of the ISM University of Management and Economics Senate. He served on the boards of the European Foundation for Management Development (EFMD), EFMD EQUIS Awarding Body. CEMS Global Alliance in Management Education, Turkish Quality Association, and Turkish Operations Research Society.
Born in 1961, Dr. Yusuf Soner was a graduate of METU Mechanical Engineering and a master's degree from ITU Nuclear Energy. He completed the Harvard Business School, Advanced Management Program in 2001. He completed his PhD in Business Administration at Yeditepe University. Dr. Yusuf Soner worked Product Development Engineer at Lassa A.Ş. between 1986-1987, Planning and Merchandising Manager at Anlas A.Ş. between 1988-1990, Spare Parts Asistant Manager at Toyotasa A.Ş. He acted as a general manager reporting to CEO. At 2013, he became General Manager of Temsa Motorlu Araçlar A.Ş., after its spin-off from Temsa Global. Since then, Yusuf Soner is a Faculty member at School of Management of Sabancı University, teaching, "Sales Management", "B2B Branding" and "Career & Professional Development" courses. He is also coordinating MBA, ExecMBA, PMBA and Masters in Finance programs. He started offering "Trade Marketing & Sales Management" course as an elective at Bosphorus University Executive MBA Program.
Born in İstanbul in 1968, Lale Develioğlu graduated from the Industrial Engineering Department at Boğaziçi University and pursued her postgraduate studies at Rensselear Polytechnic University. She started her Professional career in 1992 at Unilever and acted as Marketing Director between 1998-2003. In the end of 2003, Develioglu started working in Turkcell and acted as Marketing Vice President in 2006-2011 and International Division Vice President in 2011 – 2014 at the same institution. Lale Develioğlu has started working in Yıldız Holding as Turkey Marketing President in 2015, right after she has acted as Global Marketing President in Pladis, Yıldız Holding's London based global snack company until 2018. Develioğlu acted as independent board member for several companies in telecommunication, technology, FMCG, consumer durables and retail industries across Turkey, Middle East, CIS countries and Europe. She still serves as board member at Aksa Akrilik and Nobel İlaç. She is also one of the founders and board member of Women on Board Association Turkey. She is currently acting as mentor in INSEAD, Women on Board Association program and Endeavor. 16/24 Lale Saral Develioğlu has 30 years of experience in marketing, business development and she is a strategy leader. She was selected as "Best Marketing200 Person" of Turkey in 2009; won the "Women to Watch" award for Marketing in 2014 and was listed among "Top 25 CMOs" in Global Creativepool Annual in 2018. She has served as Executive Board Member of Advertisers' Association of Turkey (RVD) and Advertising Self-regulatory Body in Turkey (RÖK) for 6 years. She is the author of the business and memory book titled 'Karar Verdim
I hereby declare that, with respect to Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş.;
I hereby declare that, with respect to Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş.;
I hereby declare that, with respect to Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş.;
I hereby declare that, with respect to Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş.;
I hereby declare that, with respect to Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş.;
I hereby appoint ___________________________________ as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş. that will convene on April 19, 2024 Friday, at 14:00 at the address of Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok 34771 Tepeüstü Ümraniye / İstanbul.
Name Surname/ Trade Name:
TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
(*) Foreign attorneys should submit the equivalent information mentioned above.
The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is authorized to vote on proposals of the attorney partnership management.
c) The attorney is authorized to vote in accordance with the following instructions stated in the table.
In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1. Inauguration of the meeting and election of the Chairmanship Council. |
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| 2. Reading and discussion of the Annual Report prepared by the Board of Directors for the period of 2023. |
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| 3. Reading the summary of Independent Auditors' report for the period of 2023. |
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| 4. Reading, discussion and approval of financial statements prepared in accordance with Capital Markets Legislation relating to fiscal year 2023. |
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| 5. Release of each member of the Board of Directors from liability with regard to the 2023 activities and accounts of the Company. |
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| 6. Decision on dividend distribution | |||
| 7. Election of Board of Directors whose term of office is completed, designation of the Independent Board Members, determination of their term of office and fees |
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| 8. Approval of the independent audit firm for the audit of the 2024 Financial Statements and Reports prepared in accordance with the Turkish Commercial Code numbered 6102 and the Capital Markets Law numbered 6362. |
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| 9. Informing the General Assembly on the securities, pledges and mortgages given on behalf of third parties and income or benefits obtained by the company due to this during the year 2023, within the framework of CMB regulations. |
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| 10. Informing the General Assembly on the donations made in 2023, within the framework of CMB regulations. |
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| 11.Informing the General Assembly regarding with 2023 transactions, if any, within the context of Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board. |
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| 12.Granting authority to Members of Board of Directors according to Articles 395 and 396 of Turkish Commercial Code. |
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| 13.Informing the General Assembly about the transactions, if any, carried out within the framework of the Capital Markets Board's Resolution No. 14/382 dated 07/03/2024 |
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| 14. Closing |
If the minority has another draft resolution, necessary arrangements should be made to enable them vote by proxy.
SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.
*Such information is not required for the shares which are followed up electronically.
**For the shares which are followed up electronically, information related to the group will be given instead of number.
TR ID Number/Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:
Address:
(*) Foreign attorneys should submit the equivalent information mentioned above.
Signature
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