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RAY SİGORTA A.Ş. AGM Information 2023

Apr 12, 2023

8871_rns_2023-04-12_1b184426-7871-415f-a7ff-7db9f62c25f0.html

AGM Information

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Summary Info Registration of Ordinary General Assembly Resolutions
Update Notification Flag Yes
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2022
Ending Date Of The Fiscal Period 31.12.2022
Decision Date 28.02.2023
General Assembly Date 29.03.2023
General Assembly Time 10:30
Record Date (Deadline For Participation In The General Assembly) 28.03.2023
Country Turkey
City İSTANBUL
District SARIYER
Address Cumhuriyet Mahallesi Haydar Aliyev Cad. No.28 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 2022,

3 - Reading, discussing and approval of the Anuual Report of the Board of Directors and the Financial Statements of the year 2022

4 - Release of each of the members of the Board of Directors from their liabilities with respect to the activities and accounts of 2022,

5 - Discussing and resolving on the proposal of the Board of Directors pertaining to dividend distribution for the year 2022,

6 - Appointment of the independent auditor for year 2023,

7 - Disclosing the general assembly about donations in 2022,

8 - Appointing an upper limit for donations and aids for 2023,

9 - 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 2022 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 2022, 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,

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

11 - Determination of the remuneration to be paid to members of the Board of Directors in the year 2023,

12 - Wishes and Closing.

Corporate Actions Involved In Agenda

Dividend Payment

General Assembly Invitation Documents

Appendix: 1 Ray Sigorta 2022_Olagan_Genel_Kurul_Bilgilendirme_Notu.pdf - General Assembly Informing Document
Appendix: 2 2022_Ordinary GA Information notes.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed? Yes
General Assembly Results 2022 Ordinary General Assembly Meeting was held on 29 March 2023 Wednesday at 10:30 am at Haydar Aliyev Cad. No:28 Sarıyer/Istanbul. At the meeting;

1. Mr. Koray Erdoğan was elected as the meeting chairman by the majority of the votes of the attendees, with the motion submitted for the opening and the Presidency of the Meeting. The Chairman of the Meeting appointed Mrs. Damla Tarhan as the Vote Collector, Mr. Haldun Yeni as the Meeting Clerk, and Mr. Mustafa Bülent Önder, the E-GKS Certificate holder, to use the Electronic General Assembly system.

2.The summary of the Auditor's Reports for the Year 2022 with the proposal submitted was read by Mrs. Ayşegül Obuş, representing Güney Independent Auditing and Independent Accountant Mali Müşavirlik A.Ş. It was accepted unanimously by the participant.

3. With the motion given, the Responsibility Statement of the Board of Directors' Activity Report for 2022 and the Opinion of the Independent Audit Company were read, discussed and accepted unanimously by the participant.

4. It was accepted unanimously by the participant of the attendees at the meeting that all members of the Board of Directors, that Presiding Board Members are individually released from their liabilities in relation to 2022 activities and accounts.

5. With the decision of the Board of Directors, it was accepted unanimously by meeting participants that the profit of the year 2022 is kept within the company as the profits of previous years due to the "preservation of the existing equity structure."

6. It was accepted unanimously by the participant of the attendees to elect RSM Turkey Arkan Ergin Uluslararası Independent Audit A.Ş. as Independent Auditor in the new term for the year 2023.

7. The General Assembly was informed about the donations and aids made in 2022.

8. The upper limit for donations and aids to be made for the year 2023 to be 1.000.000 TL was accepted unanimously by the participants.

9. 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 2022. 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 2022.

10. 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.

11.Benefits such as wages, bonuses and premiums to be paid to the members of the Board of Directors in 2023 are decided by the majority of the shareholders present at the meeting.

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

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

Decisions Regarding Corporate Actions

Dividend Payment Discussed

General Assembly Registry

Were The Minutes Registered? Yes
Date of Registry 11.04.2023

General Assembly Result Documents

Appendix: 1 2022 Genel Kurul Tutanak imzasız .pdf - Minute
Appendix: 2 2022 OGK Hazirun Cetveli imzasız.pdf - List of Attendants

Additional Explanations

The resolutions of the Ordinary General Assembly Meeting held on 29.03.2023 have been registered by Istanbul Trade Registry Office on 11.04.2023.