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RAY SİGORTA A.Ş. — AGM Information 2025
Jun 4, 2025
8871_rns_2025-06-04_1a784a63-6092-4370-9ec2-d09f8db7c1a3.html
AGM Information
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| Summary Info | Registration and Announcement of the 2024 Ordinary General Assembly dated 5 May 2025 |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2024 |
| Ending Date Of The Fiscal Period | 31.12.2024 |
| Decision Date | 08.04.2025 |
| General Assembly Date | 05.05.2025 |
| General Assembly Time | 10:30 |
| Record Date (Deadline For Participation In The General Assembly) | 04.05.2025 |
| 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 2024,
3 - Reading, discussing and approval of the Annual Report of the Board of Directors and the Financial Statements of the year 2024,
4 - Release of each of the members of the Board of Directors from their liabilities with respect to the activities and accounts of 2024,
5 - Discussing and resolving on the proposal of the Board of Directors pertaining to dividend distribution for the year 2024,
6 - Submission of the draft amendment regarding the amendment of Article 5 titled "Company Head Office", Article 12 titled "Presence of a Representative From Ministry of Customs and Trade of Turkey in General Assembly Meetings", Article 16 titled "Board of Directors", Article 31 titled "Amendments of Articles of Association" and Article 32 titled "Accounting Period and Annual Financial Statements" of the Company's Articles of Association to the approval of the General Assembly,
7 - Increasing the number of members of the Board of Directors from 11 to 15 members, resignation of Mr. Peter THIRRING and Mr. Martin Dr. Iur. SIMHANDL who submitted their resignations and appointment of Mr. Johannes Martin HARTMANN and Mr. Stefan KASTANEK in their place and appointment of Ms. Barbara HAGEN, Mr. Emre YAĞCI and Mr. Eyüp Kemal DALDAL to the new Board Memberships and submitting to the approval of the General Assembly,
8 - Determination of the terms of office and distribution of titles of the members of the Board of Directors and submission to the approval of the General Assembly,
9 - Appointment of the independent auditor for the year 2025,
10 - Disclosing and approval of the donations and aids in 2024,
11 - Appointing an upper limit for donations and aids for 2025,
12 - Submitting information to the General Assembly 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 2024 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 2024, 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,
13 - Submission of the "Remuneration Policy" to the information of the General Assembly,
14 - Determination of the remuneration to be paid to members of the Board of Directors in the year 2025,
15 - Wishes and Closing.
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Invitation Documents
| Appendix: 1 | Ray Sigorta_2024 Olağan Genel Kurul Gündemi.pdf - Announcement Document |
| Appendix: 2 | Ray Sigorta A Ş 01 Sigorta Görüş (Listed) 31 12 2024 İmzalı (2).pdf - Audit Commitee Report |
| Appendix: 3 | VEKALETNAME.pdf - Other Invitation Document |
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | Summary of the 2024 Ordinary General Assembly Meeting 1. Chairmanship: Mr. Koray Erdoğan was unanimously elected as Chairman of the Meeting. 2. Audit Report: The independent auditor's report for 2024 was read and discussed. 3. Financial Statements: 2024 Annual Report and financials were unanimously approved. 4. Board Release: All Board members were discharged of their 2024 duties unanimously. 5. Profit Distribution: Due to a Capital Adequacy Ratio of 122.3%, no dividend will be paid; TL 110.6 million was allocated to legal reserves and the remainder to retained earnings. 6. Articles of Association: Amendments were approved unanimously, with regulatory permissions obtained. 7. Board Changes: Due to resignations, two new members were elected, and the Board was expanded from 11 to 15 members. 8. Term Appointments: Current and new Board members were appointed for a 3-year term. 9. Independent Auditor: KPMG was appointed as the auditor for 2025. 10. Donations: No donations were made in 2024. 11. Donation Cap: The donation and aid limit for 2025 was set at TRY 2,000,000. 12. TTK Articles 395-396: No related party transactions were made in 2024. 13. Remuneration Policy: Details were shared; accessible via the Investor Relations website and Annual Report. 14. Board Fees: 2025 Board remuneration was approved by majority vote. 15. Wishes: No comments were made under this item. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Registry
| Were The Minutes Registered? | Yes |
| Date of Registry | 30.05.2025 |
General Assembly Result Documents
| Appendix: 1 | Ray Sigorta_Genel Kurul Tutanağı 2024_.pdf - Minute |
| Appendix: 2 | Ray Sigorta_2024 Hazirun.pdf - List of Attendants |
| Appendix: 3 | Ray Sigorta 2024 OGAM Minutes.pdf - Minute |
Additional Explanations
2024 Ordinary General Assembly Meeting dated 5 May 2025 was registered on 30 May 2025, and the relevant decisions were announced in the Trade Registry Gazette No. 11345, dated 4 June 2025.