RAY SİGORTA A.Ş. — AGM Information 2021

Mar 29, 2021

Summary Info	The resolution of General Assembly
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	01.03.2021
General Assembly Date	29.03.2021
General Assembly Time	10:30
Record Date (Deadline For Participation In The General Assembly)	28.03.2021
Country	Turkey
City	İSTANBUL
District	SARIYER
Address	Cumhuriyet Mahallesi Haydar Aliyev Caddesi No:28 34457 Sarıyer/İstanbul

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 2020,

3 - Reading, discussing and approval of the Annual Report of the Board of Directors and the Financial Statements of the year 2020,

4 - Release of each of the members of the Board of Directors from their liabilities with respect to the activities and accounts of 2020,

5 - Discussing and resolving on the proposal of the Board of Directors pertaining to dividend distribution for the year 2020,

6 - Appointment of the independent auditor for year 2021,

7 - Submission of the amendment draft of the Amendment of Article 4 titled "Purpose and Subject" of the Company's Articles of Association to the approval of the General Assembly,

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 2020 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 2020, 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 2021,

11 - Wishes and Closing.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1	Ray Sigorta 2020_Ordinary GA Information notes.pdf - General Assembly Informing Document
Appendix: 2	Ray Sigorta 2020_Olagan_Genel_Kurul_Bilgilendirme_Notu.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 unanimously resolved 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 is unanimously resolved 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 2020, Ayhan Güneşli. The Independent Auditor's Report issued for the year 2020 is reviewed. 3. It is unanimously resolved 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. Erhan Subaşı 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 2018 Duygu Gökalp. The Annual Report and the Financial Statements' Report issued for the year 2018 are discussed and unanimously approved. 4. It has been unanimously resolved by shareholders who participated to the General Assembly that Presiding Board Members are individually released from their liabilities in relation to 2018 activities and accounts. 5. The proposal of the Board of Directors regarding the net profit of the year 2018 has been discussed . The Chairman says " We have wanted to distribute dividend but t he balance amount of TRY_1.767.313.- which represents the Net Distributable Profit Amount, is an inconsiderable divident for nominal value, therefore, the Net Distributable Profit Amount will not be distributed as a divident, it shall be transfered to the "Retained Earnings". The proposal was put to the vote and it has been unanimously resolved that the net profit amount of TRY 28.391.530,- for the year 2018 shall be transferred and deduct as follows; a) The amount of TRY 26.531.201.- shall be set-off with the accumulated losses; b) The amount of TRY 93.016.- shall be transfered to the " Legal Reserves "as a primary reserve c) The balance amount of TRY_1.767.313.- which represents the Net Distributable Profit Amount, is an inconsiderable divident for nominal value, therefore, the Net Distributable Profit Amount will not be distributed as a divident, it shall be transfered to the "Retained Earnings". 6. It has been unanimously resolved 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 2019 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. 7. Based on the authorization of the Capital Markets Board of Turkey dated 03.01.2019 and numbered E-71 and according to the Ministry of Trade General Directorate's authorization letter dated 21.01.2019 and numbered E-40927149, it is determined that the draft of the amended Articles of Association was approved. After discussions, it has been unanimously resolved to amend Article 7 as presented on (Annex-1: Amended Articles of Association text) and to extend the validity of the registered authorized capital until the end of the year 2023. 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 2018. 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 2018. 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 unanimously resolved 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 2019 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= 6,0280 TRY at the end of year 2021. · 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.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed

General Assembly Result Documents

Appendix: 1	2020 OGK Tutanak Noter Tastikli.pdf - Minute
Appendix: 2	2020 OGK Hazirun.pdf - List of Attendants

Additional Explanations

1. Based on a motion submitted for Opening and for the Presiding Board, Mr. Koray Erdoğan is elected as the Chairman of the Presiding Board by unanimous vote of the shareholders present in the meeting. Then, the Meeting Chairman assigned Ms. Derya Öztürk as the Vote-Collector, and Mr. Haldun Yeni as the Secretary, and Mr. Mustafa Bülent Önder, holder of an E-GKS Certificate, as the user of the Electronic General Assembly System.

2. Based on a motion submitted thereinfor, a summary of Audit Reports relating to the year 2020 is read by Mr. Ayhan Güneşli representing KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.. Then the Audit Reports are discussed, and are accepted by unanimous vote of the shareholders present in the meeting.

3. Based on a motion submitted thereinfor, the "Declaration of Liability" and the "Independent Audit Firm's Opinions" parts of the Board of Directors' Activity Report for the year 2020 are read, and discussed, and are accepted by unanimous vote of the shareholders present in the meeting.

4. It is hereby resolved by unanimous vote of the shareholders present in the meeting to release the Board of Directors from its responsibilities in respect of its activities in the year 2020.

5. As proposed in the related Resolution of the Board of Directors, it is hereby resolved by unanimous vote of the shareholders present in the meeting that the Profit of the year 2020 be retained in the Company as retained earnings of past year for the sake of protection and maintenance of the existing shareholders' equity structure of the Company.

6. Independent Auditor is selected for the year 2021, and it is hereby resolved by unanimous vote of the shareholders present in the meeting that PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. be selected as the Independent Auditor for the next accounting period.

7. It is hereby resolved by unanimous vote of the shareholders present in the meeting that Article 4 of the Articles of Association of the Company be amended and revised by addition of paragraph (f) thereto.

8. The General Assembly of Shareholders is 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 2020.

9. The General Assembly of Shareholders is informed about the "Waging Policy" of our Company.

10. Fees and such fringe benefits as remuneration, bonus and premium due and payable to members of the Board of Directors in the year 2021 are determined by unanimous vote of the shareholders present in the meeting.

11. No request or wish is expressed in the agenda topic "Wishes and Requests", and the meeting is closed.

Minutes of Meeting showing the contents of decisions taken in the 2020 Annual Ordinary Meeting of the General Assembly of Shareholders, as well as List of Attendants, and related text of Amendments in Articles of Association are attached hereto.

Presenting these documents to the public for information purposes, we remain

Truly yours,

In case of a discrepancy between the Turkish and English versions of this public disclosure statement, Turkish version shall prevail.