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FORD OTOMOTİV SANAYİ A.Ş.

AGM Information Mar 17, 2021

5914_rns_2021-03-17_0991bcdb-6e26-44b2-a42d-82a93416287b.html

AGM Information

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Summary Info Ordinary General Assembly Meeting Result
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2020
Ending Date Of The Fiscal Period 31.12.2020
Decision Date 19.02.2021
General Assembly Date 17.03.2021
General Assembly Time 15:30
Record Date (Deadline For Participation In The General Assembly) 16.03.2021
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 and election of Chairmanship Panel,

2 - Reading, discussion and approval of the Annual Report of year 2020 prepared by the Board of Directors,

3 - Reading of the summary report of the Independent Audit Firm of 2020 Fiscal Period,

4 - Reading, discussion and approval of the Financial Statements of 2020 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 2020 activities,

7 - Approval, or approval with amendments or refusal of the Board of Directors' proposal for profit distribution for the year 2020 and the distribution date which prepared in accordance with the Company's Profit Distribution Policy,

8 - Approval, or approval with amendments or refusal of the Board of Directors' proposal for amendment of Article No. 6 of the Company's Articles of Incorporation with the heading "Share Capital" provided that the necessary approvals have been received from Capital Markets Board and the Ministry Trade of Turkey,

9 - 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,

10 - 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,

11 - Determination of the annual gross fees to be paid to the members of the Board of Directors,

12 - 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,

13 - Approval of the Company's Donation and Sponsorship Policy, giving information to the shareholders regarding the donations made by the Company in 2020 and determination of a upper limit for donations to be made in 2021,

14 - 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 2020 and of any benefits or income thereof,

15 - 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 2020 pursuant to the Capital Markets Board's Communiqué on Corporate Governance,

16 - Wishes and opinions.

Corporate Actions Involved In Agenda

Dividend Payment
Authorized Capital

General Assembly Invitation Documents

Appendix: 1 Genel Kurul Bilgilendirme Notu 2020.pdf - General Assembly Informing Document
Appendix: 2 General Assembly Meeting Information Document 2020.pdf - General Assembly Informing Document

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 2020 was held on March 17, 2021 at 15:30. Summary of the meeting minutes as follows:

· Annual Report for the year 2020 was approved.

· 2020 Financial Tables was approved.

· Member changes in the Board of Directors during the year 2020 was approved.

· Release of members of the Board of Directors separately for 2020 activities was accepted.

· Board of Directors' proposal for profit distribution for the year 2020 and the distribution date was accepted.

· Board of Directors' proposal for amendment of Article No. 6 of the Company's Articles of Incorporation with the heading "Share Capital" was accepted.

· Number of the members of Board of Directors, together with 2 independent members, is determined as 14 totally. As B group shareholders' nominees Mr. Mustafa Rahmi Koç is elected as the Honorary Chairman, Mr. Yıldırım Ali Koç, Mr. Osman Turgay Durak, Mr. İsmail Cenk Çimen, Mr. Ali İhsan İlkbahar, Mr. Haydar Yenigün, as C group shareholders' nominees Mr. Stuart John Rowley, Mr. William Richard Periam, Mr. David Joseph Cuthbert Johnston, Mr. Jörg-Michael Alfred Beyer, Mrs. Kay Marie Hart, Mr. Johan Egbert Schep elected as members of Board of Directors and Mrs. Fatma Füsun Akkal Bozok, Mr. Leonard Martin Meany 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 2021 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 2021 accounts and financial reports.

· Company's Donation and Sponsorship Policy and Upper limit for donations to be made in 2021 was accepted.

Decisions Regarding Corporate Actions

Dividend Payment Discussed
Authorized Capital Accepted

General Assembly Result Documents

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

Additional Explanations

Ford Otomotiv Sanayi A.Ş. Board of Directors, in the meeting dated February 19, 2021, has resolved to invite the General Assembly for its Ordinary Meeting for the year 2020, on March 17, 2021 Wednasday at 15:30 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 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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