RAY SİGORTA A.Ş. — AGM Information 2024

Jul 5, 2024

Summary Info	Result of the Ordinary 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	01.01.2023
Ending Date Of The Fiscal Period	31.12.2023
Decision Date	06.06.2024
General Assembly Date	05.07.2024
General Assembly Time	10:30
Record Date (Deadline For Participation In The General Assembly)	04.07.2024
Country	Turkey
City	İSTANBUL
District	SARIYER
Address	RAY SİGORTA A.Ş. GENEL MÜDÜRLÜK CUMHURİYET MAH. HAYDAR ALİYEV CAD NO:28 SARIYER - 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 2023,

3 - Reading, discussing and approval of the Annual Report of the Board of Directros and the Financial Statements of the year 2023,

4 - Release of each of the members of the Board of Directors from their liabilities with respect to the activities and accounts of 2023,

5 - Discussing and resolving on the proposal of the Board of Directors pertaining to dividend distribution for the year 2023,

6 - Increasing the number of members of the Board of Directors from 10 to 11 members, holding elections for the newly created Board of Directors membership and the Board of Directors memberships vacant due to resignation, and determining the term of office of the members to be elected.

7 - Appointment of the independent auditor for the year 2024,

8 - Submission of the draft amendment regarding the amendment of Article 7 titled "Capital and Share Transfer" of the Company's Articles of Association to the approval of the General Assembly,

9 - Disclosing of the donations and aids in 2023,

10 - Appointing an upper limit for donations and aids for 2024,

11 - Submitting information to the General Assmebly regarding significant transactions of (i) Controlling Shareholders, (ii) Board Members, (İİİ) 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 2023 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 2023, 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,

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

13 - Determination of the remuneration to be paid to members of the Board of Directors in the year 2024,

14 - Wishes and Closing.

Corporate Actions Involved In Agenda

Dividend Payment
Authorized Capital

General Assembly Invitation Documents

Appendix: 1	Ray Sigorta Esas Sözleşme 7 Madde Tadili SPK ve Bakanlık Onaylı.pdf - Article of Association Amendment Text
Appendix: 2	Extension of the Validity Period of the Registered Capital Ceiling.pdf - Article of Association Amendment Text
Appendix: 3	2023_Ordinary_GA Information notes.pdf - General Assembly Informing Document
Appendix: 4	Ray_Sigorta_2023_Olagan_Genel_Kurul_Bilgilendirme_Notu.pdf - General Assembly Informing Document

General Assembly Results

Was The General Assembly Meeting Executed?	Yes
General Assembly Results	Our Company's Ordinary General Assembly Meeting for the year 2023 was held on Friday, 05.07.2024 at 10.30, at the address of Cumhuriyet Mahallesi, Haydar Aliyev Caddesi No : 28 Sarıyer / İstanbul, in order to discuss and decide on the agenda items. In the said meeting; 1) Election of Mr. Koray ERDOĞAN as the chairman of the meeting was unanimously accepted. 2) It was unanimously to read only the Independent Auditor's Opinion section of the Independent Audit Company's Report for the 2023 operating year, and it was discussed after reading it. 3) The reading of the summary of the Annual Report for the 2023 operating year was unanimously and discussed after reading. Reading the summary of the Financial Statements for the 2023 operating year has been unanimously and the financial statements for the year 2023 have been by unanimously and discussed. 4) Members of the Board of Directors were acquitted by unanimously. 5) The proposal of the Board of Directors regarding the profit distribution for the 2023 accounting period was read and discussed and unanimously. 6) It has been decided that the number of members of the Board of Directors will be 11 members, Elections for the members of the Board of Directors were unanimously. Our Company's new Board Members are elected as Mr. M.Serhat Yücel, Mr. (Independent Member), Mr. Serkan Akman (Independent Member) and Mr. Andreas Haschka (Independent Member). 7) For Independent Audit Services in 2024, Kpmg Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. is elected for 1 year. 8) 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 2028. 9) No donations are made by our Company in 2023. 10) It has been unanimously that the upper limit of donations and aid expenditures to be made in 2024 is 1.650.000 TL. 11) 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 2023. 12) The Company's remuneration principles and information on remuneration and financial rights were submitted for the information of the General Assembly. 13) The remuneration and other financial benefits to be provided to the members of the Board of Directors were unanimously. 14) Wishes and wishes were conveyed. The Minutes of the Ordinary General Assembly Meeting including the Decisions taken and the List of Attendees are attached. The English translation of this disclosure is provided and in case of any discrepancy between the Turkish and the English versions of this disclosure, the Turkish version shall prevail.

Decisions Regarding Corporate Actions

Dividend Payment	Discussed
Authorized Capital	Accepted

General Assembly Result Documents

Appendix: 1	Ray Sigorta 2023 OGK Hazirun.pdf - List of Attendants
Appendix: 2	Ray Sigorta_2023 OGK Tutanak.pdf - Minute
Appendix: 3	Ray Sigorta Minutes GA 2023.pdf - Other Result Document

Additional Explanations

The amendment to the Articles of Association is for the extension of the maximum amount of registered capital for a period of 5 years.

The approval letter from the CMB, dated June 14, 2024, and numbered E-29833736-110.07.07.07-55669, was received by our company on June 26, 2024. The information notes containing information about the Independent Board Member candidates approved by the CMB have been updated.