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RAY SİGORTA A.Ş. — AGM Information 2026
May 18, 2026
8871_rns_2026-05-18_7b9f5178-8ce3-4366-9324-5f407bbc54e7.pdf
AGM Information
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INFORMATION DOCUMENT ON ANNUAL ORDINARY MEETING OF THE GENERAL ASSEMBLY OF SHAREHOLDERS OF RAY SİGORTA A.Ş. HELD ON 18 MAY 2026 WITH RESPECT TO 2025 FISCAL YEAR
Annual Ordinary Meeting of the General Assembly of Shareholders of our Company with respect to 2025 Fiscal Year shall be held at the address of “Cumhuriyet Mahallesi Haydar Aliyev Cad. No.28 Sarıyer/Istanbul” at 10:00 hours on Monday, 18 May 2026, to discuss the agenda topics listed hereinbelow.
Pursuant to the provisions of 4[th] paragraph of article 415 of the Turkish Commercial Code no. 6102 and 1[st] paragraph of article 30 of the Capital Markets Law no. 6362, the rights to attend the general assembly meetings and vote thereat cannot be made subject to the condition of depositing of share certificates. Accordingly, if our shareholders wish to participate in our General Assembly Meeting, they do not have to have their share certificates blocked. Provided, however, that if our shareholders who do not want disclosure of their identity and the information on shares in their accounts to our Company and therefore, such information of whom cannot be seen by our Company wish to personally attend our General Assembly Meeting, they are required to apply to intermediary institutions where their accounts are held, and to ensure that the restriction preventing disclosure of their identity and the information on shares in their accounts to our Company is removed by not later than 16:30 hours one day prior to the scheduled date of the General Assembly Meeting. That is why our shareholders failing to have said restriction removed will not be allowed to attend Annual Ordinary Meeting of the General Assembly of Shareholders of our Company regarding 2025 fiscal year.
Persons holding at least one share registered in their own name may participate in Annual Ordinary Meeting of the General Assembly of Shareholders of our Company regarding 2025 fiscal year physically or electronically, either directly in person or indirectly by proxy. Our shareholders or their proxies wishing to attend our General Assembly Meeting electronically are required to hold an electronic signature certificate, and we would like to remind them that they need to notify their intention to participate thereat via Electronic General Assembly System by 21:00 hours one day prior to the date of meeting, or otherwise, they will be allowed to participate in the General Assembly Meeting only physically.
Our shareholders and their proxies wishing to participate in Annual Ordinary Meeting of the General Assembly of Shareholders of our Company regarding 2025 fiscal year physically are under obligation to submit their identity documents bearing a Turkish Republic Identity Number thereon. If our shareholders unable to attend the Meeting personally intend to use their voting rights through a proxy, they are required to grant and issue their power of attorney in accordance with the format given hereinbelow, have it notarized, and submit to our Company. A proxy appointed by electronic method via Electronic General Assembly System does not need to submit a power of attorney to our Company.
Our Company’s Financial Statements, Independent Audit Report, Annual Report and the Board of Directors’ profit distribution proposal regarding the year 2025 will be made available in our Company’s Headquarters at the address of “Cumhuriyet Mahallesi Haydar Aliyev Cad. No.28 Sarıyer/Istanbul” for inspection by our shareholders starting from 21 days prior to the date of meeting. Said documents may also be seen and accessed via our Company’s internet web site at the address of www.raysigorta.com.tr.
Our shareholders are hereby kindly requested to note such information and to participate in Annual Ordinary Meeting of the General Assembly of Shareholders of our Company regarding 2025 fiscal year. Ray Sigorta A.Ş.
Adres : Cumhuriyet Mahallesi Haydar Aliyev Caddesi No : 28 34457 Sarıyer /İSTANBUL İnternet Adresi : https://www.raysigorta.com.tr
Telefon : (212) 363 25 00 E-mail : [email protected]
EXPLANATIONS ON AGENDA TOPICS OF ANNUAL ORDINARY MEETING OF THE GENERAL ASSEMBLY OF SHAREHOLDERS OF RAY SİGORTA A.Ş. TO BE HELD ON 18 MAY 2026
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 2025,
3. Reading, discussing and approval of the Annual Report of the Board of Directors of the year 2025 ,
4. Reading, discussing and approval of the Financial Statements of the year 2025,
5. Release of each of the members of the Board of Directors from their liabilities with respect to the activities and accounts of the year 2025,
6. Discussion and resolving on the proposal of the Board of Directors pertaining to devidend distribution for the year 2025
7. Appointment of the independent auditor for year 2026
- Upon the recommendation of our Audit Committee, our Board of Directors elected KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit our Company's 2026 interim and annual financial statements and annual report in accordance with the provisions of the Turkish Commercial Code, Insurance Legislation, Capital Markets Legislation and other relevant legislation.
8. Appointment of the sustainability auditor for the year 2026,
9. Disclosing and approval of the donations and aids in 2025,
10. Appointing an upper limit for donations and aids for 2026,
11. 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 2025 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 2025, and submitting information to the General Assembly on whether or not abovementioned persons participate in other
12. Submission of the “Remuneration Policy” to the information of the General Assembly companies dealing with similar business as unlimited liability shareholders: There has been no change in our Company's Remuneration Policy. The final version accepted at the Board of Directors meeting on December 6, 2016 is available on the Company's website and in the annex.
13. Determination of the remuneration to be paid to members of the Board of Directors in the year 2026,
14. Wishes and Closing
ATTACHMENTS Annex 1: RAY SİGORTA A.Ş. PROXY FORM PROXY FORM RAY SİGORTA A.Ş.
POWER OF ATTORNEY RAY SIGORTA A.S.
We, the undersigned, hereby appoint ………………………………………. with the passport number …………………………., as our attorney and authorise him / her to represent us in accordance with our opinions listed below, to vote, to make proposals and to sign all documents required during the
Ordinary General Assembly of RAY SIGORTA A.S. for 2025 fiscal year, on May 18, 2026 at the headquarter of the company on “Cumhuriyet Mahallesi, Haydar Aliyev Cad. No. 28 Sarıyer/İstanbul”.
Proxy holder(*):
Name Surname / Company Name:
Republic of Turkey ID Number / Tax No, Trade Registry and Number and MERSIS number: (*) Equivalent information should be provided in case of proxy holders with other nationality.
- A) EXTENT OF REPRESENTATION POWER
The attorney is instructed to define the extent of representation power for herebelow parts 1 and 2 by choosing (a), (b) or (c) paragraphs.
1. In respect of the General Assembly Agenda items:
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a) The representative is authorized to vote in accordance with his / her own opinions about all items of the agenda.
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b) The representative is authorized to vote in accordance with suggestions of the Company management.
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c) The representative is authorized to vote and make proposals in accordance with the following instructions about items of the agenda.(Special instructions are written below)
Instructions:
In case of choosing paragraph (c), shareholders are requested to give their special
instructions by marking proximate (accept or reject) options to the agenda item of the general assembly; the reject option could be given by specifying the dissenting opinion on the general assembly minutes if any.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1.Opening of the General Assembly Meeting and election of the Chairman of the Meeting |
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| 2.Reading and discussing Independent Audit Report which were prepared for the year 2025, |
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| 3. Reading, discussing and approval of the Annual Report of the Board of Directors of the year 2025, |
4. Reading, discussing and approval of the Financial Statements of the year 2025, 5. Release of each of the members of the Board of Directors from their liabilities with respect to the activities and accounts of 2025, 6. Discussing and resolving on the proposal of the Board of Directors pertaining to dividend distribution for the year 2025 , 7. Appointment of the independent auditor for year 2026, 8. Appointment of the sustainability auditor for the year 2026, 9. Disclosing and approval of the donations and aids in 2025, 10. Appointing an upper limit for donations and aids for 2026, 11. 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 2025 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 2025, 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 2026, 14. Wishes and Closing
(*) Agenda items of the General Assembly are listed one by one. In case of the existence of a different resolution draft of the minority, this should be designated separately in order to insure to be voted also by proxy.
2. Special instructions concerning other matters thay may arise during the general assembly and particularly the establishment of the minority’s rights:
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a) The representative is authorized to vote in accordance with his / her own opinion.
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b) The representative is not authorized to represent any other shareholder/s.
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c) The representative is authorized to vote upon below-mentioned special instructions:
SPECIAL INSTRUCTIONS: Shareholders’ special instructions, if any, given to the proxy holder should be herein specified.
- B) The Shareholder choosing one of the below-mentioned options, designates his / her preferred shares to be represented by the proxy holder.
1. I confirm my below-detailed shares to be represented by the proxy holder.
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a) Disposal and issue.*
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b) Number / Group.**
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c) Item-Nominal value.
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d) Special privilege for voting or not:
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e) Made out to bearer-Nominative.*
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f) Proportion of shares / votes to the total of shares and votes of the shareholder:
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*These information is not requested for shares followed by registration.
**Information regarding the group will be transmitted instead of number for shares followed by registration.
2. I confirm the representation by the proxy holder of all my shares stated on the list of shareholders eligible to participate to the general assembly that will be prepared by the Central Registry Agency one day before the date of the general assembly.
NAME – SURNAME or TITLE(*) OF THE SHAREHOLDER
Republic of Turkey ID Number / Tax No, Trade Registry and Number and MERSIS number: Address:
- (*) Equivalent information should be provided in case of proxy holders with other nationality.