RAY SİGORTA A.Ş. — AGM Information 2020

Mar 30, 2020

Summary Info	Notification Regarding 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	01.01.2019
Ending Date Of The Fiscal Period	31.12.2019
Decision Date	28.02.2020
General Assembly Date	30.03.2020
General Assembly Time	10:30
Record Date (Deadline For Participation In The General Assembly)	29.03.2020
Country	Turkey
City	İSTANBUL
District	SARIYER
Address	Cumhuriyet Mahallesi Haydar Aliyev Caddesi No .28

Agenda Items

1 - Opening of the General Assembly Meeting and election of the Chairman of the Meeting,

2 - Reading and discussing Independent Audit Report which were prepared for the year 2019,

3 - Reading, discussing and approval of the Anuual Report of the Board of Directors and the Financial Statements of the year 2019,

4 - Release of each of the members of the Board of Directors from their liabilities with respect to the activities and accounts of 2019,

5 - Discussing and resolving on the proposal of the Board of Directors pertaining to dividend distribution for the year 2019,

6 - Determination of the number and the term of office of the Board of Directors members and their nomination,

7 - Appointment of the independent auditor for year 2020,

8 - As per Corporate Governance Principles, submitting information to the General Assembly regarding significant transactions of (i) Controlling Shareholders, (ii) Board Members, (iii) Senior Executives, (iv) their spouses and their relatives by blood and marriage up to the second degree executed with the Company and with the subsidiaries of the Company in 2019 in a manner that may cause conflict of interest; submitting information to the General Assembly regarding transactions falling under the scope of activity of the Company or of the subsidiaries of the Company executed by the abovementioned persons for their own accounts and for the account of third parties in 2019, and submitting information to the General Assembly on whether or not abovementioned persons participate in other companies dealing with similar business as unlimited liability shareholders,

9 - Submission of the "Remuneration Policy" to the information of the General Assembly,

10 - Determination of the remuneration to be paid to members of the Board of Directors in the year 2020,

11 - Wishes and Closing.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1	2019_Olagan_Genel_Kurul_Bilgilendirme_Notu TR.pdf - General Assembly Informing Document
Appendix: 2	2019_Ordinary GA Information notes.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	1. Based on the motion submitted, it has been resolved with the majority vote, with 154.857.889 acceptance vote and one reject vote of Mr. Gürsoy HAFIZOĞLU, that Mr. Koray Erdoğan is appointed as the Chairman of the Presiding Board, and then Ms.Derya Özturk as the Vote Collector, Mr. Haldun Yeni as the Secretary and Mr.Mustafa Bülent Önder who has a certificate on this system, as the user of the Electronic Meeting System were assigned by the Chairman. 2. It has been accepted with the majority vote, with 154.857.889 acceptance vote and one reject vote of Mr. Gürsoy HAFIZOĞLU, to accept the motion stating that there is no need to read the Independent Auditor's Report in the meeting as it has already been made available for the review of our shareholders prior to the Ordinary General Assembly, and proposing only to read the ‘Opinions' section of the Independent Auditor's Report. The Opinions section of the Independent Auditor's Report is read by presentative of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.which was audited of Ray Sigorta A.Ş. in 2019, Ayhan Güneşli The Independent Auditor's Report issued for the year 2019 is reviewed. 3. It has been resolved with the majority vote, with 154.857.889 acceptance vote and one reject vote of Mr. Gürsoy HAFIZOĞLU, to accept the motion stating that there is no need to read the Annual Report and the Financial Statements' Report in the meeting as it has already been made available for the review of our shareholders prior to the Ordinary General Assembly and proposing only to read the Statement of Responsibility section and Independent Auditor's Report Related To Annual Report. The Statement of Responsibility section is read by Mr.Haldun Yeni and the Independent Auditor's Report Related To Annual Report is read by presentative of KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. which was audited of Ray Sigorta A.Ş. in 2019 Ayhan Güneşli. The Annual Report and the Financial Statements' Report issued for the year 2019 are discussed and approved with the majority vote, with 154.857.889 acceptance vote and one reject vote of Mr. Gürsoy HAFIZOĞLU. 4. It has been resolved with the majority vote, with 154.857.889 acceptance vote and one reject vote of Mr. Gürsoy HAFIZOĞLU by shareholders who participated to the General Assembly that Presiding Board Members are individually released from their liabilities in relation to 2019 activities and accounts. 5. The proposal of the Board of Directors regarding the net profit of the year 2019 has been discussed. The Chairman says "We have wanted to distribute dividend but the balance amount of TRY_9.515.787.- which represents the Net Distributable Profit Amount, is an inconsiderable divident for nominal value, therefore, we propose the Net Distributable Profit Amount to be transfered to the "Retained Earnings". The proposal was put to the vote and it has been resolved with the majority vote, with 154.857.889 acceptance vote and one reject vote of Mr. Gürsoy HAFIZOĞLU that, in accordance with the Turkish Commercial Code Article Nbr. 519, Capital Markets' Legislation and Company's Profit Distribution Policy, the net profit amount of TRY 50.083.088,- for the year 2019 shall be transferred and deduct as follows; a) The amount of TRY 2.504.154.- shall be transfered to the " Legal Reserves "as a primary reserve b) The amount of TRY_9.515.787 .- which represents 20% of the Distributable Net Profit Amount according to Company's Profit Distribution Policy, is an inconsiderable divident for nominal value, therefore, this amount will not be distributed as a divident, the amount of 47.578.938,- TL shall be transfered to the "Retained Earnings". 6. Except Koray Erdoğan, Board Member as of right according to the Insurance Code number 5684, as the terms of office of the Board of Directors members will be expired in 2020, the number and the appointment of the Board of Directors members are discussed. Based on the motion of the shareholders, , it has been resolved with majority vote, 154.857.889 acceptance vote an done reject vote of Mr. Gürsoy HAFIZOĞLU that number of Board of Directors Members including Koray Erdoğan, Board Member as of right according to the Insurance Code number 5684 are fixed as 9 (nine) members and 3 (three) years of serve to assign; a) Mr. Peter Dr.Thirring, b) Mr.Martin Dr. Simhandl , c) Mr.Josef Dr. Aigner, d) Mr. Gerald Klemensich, e) Mr. Dr. İsmail Hakkı Ergener, f) Mr. Gerhard LAHNER, g) Mr. Koray Erdoğan ile, Independent board members ; a) Mr.Kemal Bozyiğit ve b) Mr. Yılmaz KORAP 7. It has been resolved with the majority vote, with 154.857.889 acceptance vote and one reject vote of Mr. Gürsoy HAFIZOĞLU, that KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (address "İş Kuleleri, Kule 3, Kat:2-9 Levent, İstanbul" Istanbul Trade Registry Number 480474 and tax no: 5890269940 ) shall be selected as the independent auditor for the audit of 2020 interim and annual financial statements and board of directors report within the frame of the Turkish Commercial Code, the Insurance Legislation, Capital Markets Legislation and other relevant legislation. 8. The General Assembly has been informed that the shareholders controlling the management, members of the Board of Directors, top managers and their spouses and blood relatives and relatives by marriage up to second degree have not entered into any material deals and transactions with our Company that may lead to conflict of interests with our Company, and have not performed in their own name or in the name of third parties any one of the deals and transactions within the frame of the fields of business of our Company, and have not participated as an unlimited liability partner to any other corporation engaged in the same fields of business with our Company, at any time during 2019. The General Assembly of Shareholders is informed that no transaction as specified and listed in Articles 395 and 396 of the Turkish Commercial Code has been executed during 2019. 9. As per Corporate Governance Principles, the General Assembly has been informed regarding "Remuneration Policy" for the Board of Directors Members and the Management Board of the Company which is presented in web site of the company and In addition that amount of financial rights and other benefits for the Board of Directors Members and the Management Board of the Company, which is not listed personally, is shown in the annual report of the company 10. It has been resolved with the majority vote with 154.857.889 acceptance vote and one reject vote of Mr. Gürsoy HAFIZOĞLU that as per the proposal presented by the Board of Directors to the General Assembly, the remuneration to be payable to the Board Members in the beginning of 2020 will be as follows: · Gross annual amount of EURO 8,000 for the Chairman of the Board of Directors; · Gross annual amount of EURO 6,500 per year for Members of the Board of Directors; · Each Board member shall be entitled to obtain a gross amount of EUR 1.500 for each meeting of the Board of Directors and each meeting of the respective Committee that they will attend. · All payments shall be paid TRY equivalent of EUR as per the official exchange rate at year end of the previous financial year which is 1 Euro= 6,6506 TRY at the end of year 2019. · The annual amount for members of the Board shall be paid out quarterly and the amount for Board meetings and Committee meetings shall be paid out after the meeting date. · In case of termination of a mandate the remuneration is paid pro rata until end of the month in which the mandate is terminated. 11- Since there was no other agenda item. The meeting has been dismissed by the Chairman of the Presiding Board.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed

General Assembly Result Documents

Appendix: 1	2019 ogam tutanak noter kv uygun.pdf - Minute
Appendix: 2	hazirun 2019 gk noter tastikli kv uygun.pdf - List of Attendants
Appendix: 3	2019 ogam tutanak spk.pdf - Minute

Additional Explanations

no