AGM Information • May 24, 2024
AGM Information
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Our Company's Shareholders General Assembly Meeting concerning 2023 year will be held on 26 March 2024, Tuesday at 1pm at the address of the Company as Gazi Mahallesi Anadolu Bulvarı No: 52 – 52A Yenimahalle Ankara (Tel: 0 312 233 33 33, Fax: 0 312 233 33 73) in order to discuss the following agenda and examine 2023-year activities.
The financial statements of 2023, Independent Audit Report by PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş, the dividend distribution proposal and Corporate Governance and Sustainability Principles Adoption Reports with Board of Directors Annual Report for the 2023 activity year including the Amendment of Article of Association and this detailed information note containing the following agenda items and explanations required for compliance with the Capital Markets Board regulations made available for the shareholders' examination at the company headquarters, at its branches, at the company web site addressed www.turktraktor.com.tr and at the Electronic General Assembly system of the Central Registry Agency at least 3 weeks before the meeting.
Our shareholders, who cannot physically attend the meeting, without prejudice to the obligations and rights of shareholders who will attend electronically through Electronic General Assembly System, shall prepare their proxies in line with the legislation or get the template from Yapı Kredi Yatırım Menkul Değerler A.Ş. (Yapı Kredi Plaza / Levent-İstanbul) or from our company or from our company's corporate website addressed www.turktraktor.com.tr after fulfilling the issues stated at the communique serial II-30.1 entitled "Proxy Voting and Proxy Solicitation" entered into force by publishing at the Official Gazette dated 24.12.2013 numbered 28861, and submit their power of attorney with notarized signatures to the Company. It is not necessary to present the proxy for the representative who registered through Electronic General Assembly System. The proxies that are not in line with the communique and the sample attached with the general assembly invitation will not be accepted due to our judicial responsibility.
Our shareholders, who will use their voting rights through the Electronic General Assembly Meeting System, shall apply to Central Registry Agency, our company's corporate website addressed www.turktraktor.com.tr, or our headquarters (Tel : 0 312 233 33 33) in order to duly perform their obligations in terms of the regulation and communique.
Reference to the 4th item of 415th article of the Turkish Commercial Code numbered 6102 and 1st item of 30th article of Capital Markets Law, there shall not be any condition that the rights for attending the general assembly meeting and voting to be reserved. Accordingly, if our shareholders would like to attend the general assembly meeting, there is no need to make blockage.
Reference to the Law on the Protection of Personal Data no. 6698, the detailed information concerning to processing your personal data by our company, through the Policy of Türk Traktör ve Ziraat Makineleri Anonim Şirketi for Protection and Processing of Personal Data that has been published at our company's corporate website addressed www.turktraktor.com.tr.
Open ballot voting shall be used in the General Assembly for voting for Agenda articles by merely raising hands, without prejudice to the obligations of voting electronically concerning the agenda items.
All beneficiaries and media organs are invited to our General Assembly meeting
According to the Capital Markets Law, there will not make any declaration through postal mail to the shareholders who have registered shares traded at Borsa Istanbul.
Presented to the information of shareholders.
Company Address: Gazi Mahallesi Anadolu Bulvarı No: 52 – 52A Yenimahalle Ankara
Trade Registry / No: Ankara, 5347
MERSIS No : 0876005471300012
Within the context of Capital Markets Board communiqué serial II-17.1, regarding "The Corporate Governance"; the additional information concerning the agenda article has been presented below. Other obligatory general information has been presented to your information in this section.
Detailed information concerning total share number and voting rights reflecting the shareholder structure of the Company as of the announcement date of this information note and if there are any privileged shares in the company capital, share number and voting rights of each privileged shares and the qualifications of privileges are given below.
Our Company's shares are divided into 3 groups, A, B, and C. All groups registered shares have 1 voting right at the general assembly.
There is a privileged vote right of A and B group shares for proposing the board members at the general assembly.
Our shareholders' voting right has been presented below.
| Shareholder | Amount (TL) | (%) | Voting Right | Voting Right Ratio (%) |
|---|---|---|---|---|
| Koç Holding A.Ş. (A Group) | 37,525,078.125 | 37.50% | 3,752,507,812.50 | 37.50% |
| CNH Industrial Osterreich GmbH* (B Group) |
37,525,078.125 | 37.50% | 3,752,507,812.50 | 37.50% |
| Public Quotation and Others (C Group) |
25,016,718.75 | 25.00% | 2,501,671,875.00 | 25.00% |
| Total | 100,066,875.00 | 100.00% | 10,006,687,500.00 | 100.00% |
*CNH Industrial Osterreich GmbH is 100% subsidiary of CNH Industrial NV.
As Türk Traktör ve Ziraat Makineleri A.Ş., there are no management and operational changes that have occurred in 2023 or planned for the next accounting periods that will significantly affect the Company's activities. Material disclosures made by our Company within the scope of the relevant legislation can be found at http://www.kap.gov.tr/.
Any kind of demand has not been received for the ordinary general assembly meeting for 2023.
The selection of the President of the meeting to govern the general assembly meeting within the framework of the provisions of the "Turkish Commercial Code numbered 6102" (TCC) and the "Regulation on the General Assembly Meetings of the Capital Companies and Agents of the Ministry of Industry and Trade to attend these Meetings" (Regulation) and 7th article of the General Assembly Internal Regulation, shall be done. Minimum one secretary shall be appointed by the meeting's President in line with the General Assembly Internal Regulation. The President of the meeting may select vote collectors in sufficient numbers.
Information about the 2023 year Annual Report will be obtained, and the report will be made available at the company headquarters, branches, Electronic General Assembly System of Central Registry Agency, and the company corporate website addressed www.turktraktor.com.tr 3 weeks before the general assembly meeting and presented to the consideration and approval of our shareholders according to the provisions of Turkish Commercial Code and the Regulation.
The Independent Audit Report prepared in line with Capital Markets Board legislations and Turkish Commercial Code have been made available at the company headquarters, branches, Electronic General Assembly Portal of Central Registry Agency, and the corporate company website addressed www.turktraktor.com.tr, 3 weeks before the general assembly meeting. The information about these reports will be given to the general assembly.
The financial statements and financial reports prepared in line with Tax Law have been made available at the company headquarters, branches, Electronic General Assembly Portal of Central Registry Agency, and the corporate company website addressed www.turktraktor.com.tr, 3 weeks before the general assembly meeting, within the context of TCC, legislation and Capital Markets Law. The information about these reports will be given to the general assembly, and the reports in question will be presented for our shareholders' consideration and approval.
Acquitting the board members according to the provisions of TCC and the regulation from the activities, procedures, and accounts of 2023 shall be presented to the general assembly's approval.
Net profit for the period with the amount of TL 9,341,958,870 is obtained according to our financials for the accounting period 1 January 2023 – 31 December 2023 prepared by our Company according to Turkish Financial Reporting Standard in compliance with the Capital Markets Law and Turkish Commercial Code and audited by PwC Bağımsız Denetim and Serbest Muhasebeci Mali Müşavirlik A.Ş. The table regarding profit distribution proposal which is prepared by considering the dividend policy, long-term strategies, investment, and financial policies, profitability, and cash situation and prepared in line with profit distribution table attachment of the Dividend Guidance parallel with the Dividend Communique numbered II.19-1 according to profitability, and cash position is presented in Appendix/1.
Members of the board of directors shall be elected on the basis of the matters specified in the articles of association related to the election of the board of directors as per TCC and the regulation. In addition, independent board member selection will be performed to comply with Capital Markets Board communiqué serial II.17-1.
In accordance with article 10 of our Articles of Association, the procedures and management of the Company shall be executed by a Board of Directors comprised of at least 8 members to be elected by the General Assembly for maximum 3 years. The General Assembly may replace a board member at any time in case the task period of the member has not expired.
Two board member nominees have to fully cover independency qualifications determined by the Capital Markets Board legislation.
Upon the proposal of the Corporate Governance Committee, which evaluated the candidates submitted to it, the Board of Directors has decided to nominate Ms. Mine Yıldız Günay and Ms. Nilüfer Günhan as Independent Board Member candidates. An application has been made to the Capital Markets Board (CMB) and the Independent Board Member nominees, who are not subject to a contrary opinion by the CMB, will be submitted to the approval of the General Assembly.
The resumes of the board member nominees and independence declarations of the independent board member nominees are presented in Appendix/2.
According to the mandatory corporate governance principles of Capital Markets Board numbered 4.6.2, remuneration principles for board members and top management shall be written and presented to the information of shareholders as separate articles during the general assembly to enable them to express their opinions. The revised remuneration policy is presented in Appendix/3. Information about the benefits provided to board members and top management in 2023 is given in our Company's financial statements for 2023 footnote 26.
Within the Remuneration Policy's context presented to the approval of shareholders through the 8 th agenda article, the gross annual pay of the board members for 2024 shall be identified by our shareholders.
In accordance with the regulations of the Turkish Commercial Code and the Capital Markets Board, at the meeting of our Board of Directors dated 24.05.2023, it has been resolved, with the opinion of the Audit Committee, to elect Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to audit the financial reports of our Company for the fiscal year 2024 and to carry out other activities within the scope of the relevant regulations in these laws, and this election will be submitted to the approval of the General Assembly.
Türk Traktör ve Ziraat Makineleri A.Ş. Donation and Sponsorship Policy, which was accepted by the Board of Directors of our Company on 26.02.2021 and disclosed to the public, was approved by our shareholders at the general shareholders' meeting held on 22.03.2021 within the framework of the provision of Corporate Governance Principle No. 1.3.10 "A policy on donations and aids is established and submitted to the approval of the general assembly." Pursuant to Article 6 of the Capital Markets Board's Dividend Communiqué No. II-19.1, the limit of donations to be made, in cases not specified in the articles of association, should be determined by the general assembly and the donations and payments made should be submitted for the information of the shareholders at the ordinary general assembly. Within this framework, in line with our Company's Donation and Sponsorship Policy, the total amount of donations made by the legal entity Türk Traktör ve Ziraat Makineleri A.Ş. to foundations and associations in 2023 is TL 84,491,737 based on nominal amounts (total amount calculated according to the purchasing power on December 31, 2023 is TL 103,562,176). Of this nominal amount, TL 43,114,936 was donated to various organizations as containers, generators and food aid within the scope of the earthquake, TL 35,000,000 was donated to Vehbi Koç Foundation, TL 2,776,660 was donated to Turkish Education Foundation, TL 2,178,963 was donated to Koç University; the remaining amount consists of various donations made to various institutions and organizations, each amounting to TL 500,000 or less, which do not constitute material information for investors. The upper limit for donations to be made in 2024 will be determined by the General Assembly.
Reference to the 12th article of Capital markets Board Corporate Governance Communique serial II-17.1, the general assembly agenda shall include an item concerning the pledge, mortgage, and bails given in favor of third parties. The 15 th footnote of the financial statements dated 31.12.2023 includes this information.
The members of our Board of Directors can do business as stipulated in the 1st subsection of 395th and 396th articles of TCC entitled "Ban to Enter into Business with the Company and Borrowing" and "Competition Ban" of TCC, only with the approval of the general assembly.
Reference to the mandatory article of Capital Markets Board Corporate Governance Principles numbered 1.3.6, and the general assembly shall be informed through separate agenda item, in case the shareholders having managerial control, shareholder board members, top managers, and up to the second-degree blood or affinity relatives so that they involved in business activities may cause a conflict of interest with the Company or its subsidiaries, competed with the Company, dealt with the Company on their name or in the name of others, involved in business activities related to the Company's subject of activity on their name or in the name of others and had a share in the companies engaged in the same business as an unlimited partner and carried out other transactions. If there is such a situation, the general assembly minutes shall include this information.
In order to duly comply with the legislation, mentioned approval will be requested from shareholders during the general assembly meeting. In addition, the shareholders will be informed about the situations that occurred within the year. Some of the shareholders having managerial control, board members, top managers, and up to the second-degree blood or affinity relatives are the board members of some of other Koç Group and CNH Group companies, including those who engage in similar business activities to our Company. Within 2023, there was not an important transaction that should be disclosed in line with the 1.3.6 article of Corporate Governance legislation.
Within the scope of the "Future Impact" sustainability strategy, which was launched in 2022, TürkTraktör focuses on 4 areas to create positive value in the impact area that spans its entire ecosystem: (1) Impactful Leadership for the Future, (2) Impact the Future Competencies with Innovation, (3) Impact Responsibly in Operations and Products, and (4) Impact the Future of Agriculture. In April 2023, the Company publicly announced its short, medium and long-term sustainability goals in these four focus areas. These goals include the target of reducing Scope 1 and 2 greenhouse gas emissions by 42% by 2030 compared to the base year of 2021 within the scope of transition to a low carbon economy, and the target of meeting all of the total electricity consumption with renewable energy sources produced by TürkTraktör by the end of 2026. The Company has determined the road map for the targets announced and started to take the necessary actions.
APPENDIX:
| Dividend Distribution Table of Türk Traktör ve Ziraat Makineleri A.Ş. for 2023 (TL) | ||||||
|---|---|---|---|---|---|---|
| 1. Paid-Up/Issued Capital * | 100,066,875.00 | |||||
| 2. Total Legal Reserve Fund (According to legal records) ** | 448,435,448.34 | |||||
| Information relating to preferences, if any on dividend distribution according to | None | |||||
| According to CMB | According to Legal Records (LR) | |||||
| 3. | Profit for the Period | 12,137,369,750.00 | 11,444,297,992.95 | |||
| 4. | Taxes Payable ( - ) | -2,795,410,880.00 | -2,030,033,748.89 | |||
| 5. | Net Profit for the Period ( = ) | 9,341,958,870.00 | 9,414,264,244.06 | |||
| 6. | Losses from Previous Years ( - ) | |||||
| 7. | General Legal Reserve Fund ( - ) | |||||
| 8. | NET DISTRIBUTABLE PROFIT ( = ) | 9,341,958,870.00 | 9,414,264,244.06 | |||
| 9. | Donations of the Year ( + ) | 103,562,176.00 | ||||
| 10. | Net Distributable Profit of the Period Including Donations |
9,445,521,046.00 | 9,414,264,244.06 | |||
| Primary Dividend to Shareholders | ||||||
| 11. | - Cash *** | 5,667,312,627.60 | 5,003,343.75 | |||
| - Bonus Share | ||||||
| - Total | ||||||
| 12. | Dividends Paid to Privileged Shareholders | |||||
| 13. | Other Distributed Dividend | |||||
| - To the Members of the Board | ||||||
| - To the Employees | ||||||
| - To the Others Who are not Shareholder | ||||||
| Dividend Distributed to the Owners of | ||||||
| 14. | Dividend Right Certificate | |||||
| 15. | Secondary Dividend to Shareholders | 632,687,372.40 | 6,294,996,656.25 | |||
| 16. | General Legal Reserve Fund | 629,499,665.63 | 629,499,665.63 | |||
| 17. | Statutory Reserves | |||||
| 18. | Special Reserves | |||||
| 19. | EXCESS RESERVES | 2,412,459,204.38 | 2,484,764,578.43 | |||
| 20. | Other Resources that Assumed to be | |||||
| Distributed | ||||||
| - From Excess Reserves | ||||||
| - From Other Capital Reserves | ||||||
| - From Legal Reserves | ||||||
| 21. | General Legal Reserve Fund for Other | |||||
| Resources that Assumed to be Distributed | ||||||
| - From Extraordinary Reserves | ||||||
| - Other Capital Reserves | ||||||
| - Legal Reserves |
* Amount is the registered nominal capital amount and the inflation adjustment to share capital amounting to TL 1,263,015,136 is included in the records prepared in accordance with Tax Procedure Law.
** Amount is nominal general legal reserves and is followed as TL 1,354,096,513 together with the related inflation adjustment differences in the records prepared in accordance with Tax Procedure Law after the application of inflation accounting.
*** Primary dividend amount is calculated by considering the registered nominal capital amount.
| GROUP | TOTAL DISTRIBUTED NET DIVIDEND AMOUNT | TOTAL DISTRIBUTED DIVIDEND AMOUNT / NET DISTRIBUTABLE PROFIT |
NET DIVIDEND CORRESPONDING TO ONE SHARE WITH A NOMINAL VALUE OF TL 1 |
|||
|---|---|---|---|---|---|---|
| CASH (TL) | BONUS SHARE (TL) | RATE (%) | AMOUNT (TL) | RATE (%) | ||
| NET | A | 2,362,500,000 | - | 25.29% | 62.95790 | 6,295.78969 |
| B | 2,244,375,000 | - | 24.02% | 59.81000 | 5,981.00021 | |
| C | 1,417,500,000 | - | 15.17% | 56.66211 | 5,666.21072 | |
| TOTAL | 6,024,375,000 | 64.49% | - | - |
(1) There is not privileged right for dividend.
(2) A Group shares are holding by the resident taxpayer shareholders; thus 0% withholding tax is calculated.
(3) Foreign-based taxpayer shareholder CNHI Österreich is holding B group shares. Due to the agreement to avoid double taxation between Austria and Turkey, withholding tax is calculated 5%.
(4) 10% withholding tax calculated for the remaining C group share owners.
Having graduated from Ankara University School of Political Science in Business Administration, Levent Çakıroğlu completed his MBA at the University of Illinois. He began his career at the Ministry of Finance as Junior Accountant in 1988 and worked as an Accountant at the same ministry between 1991-1997. Between 1997 and 1998, he worked as a part-time lecturer at Bilkent University and as Vice President of Financial Crimes Investigation Board at Ministry of Finance. He joined Koç Holding in 1998 as Finance Group Coordinator. He was the CEO of Koçtaş between 2002 and 2007 and Migros between 2007 and 2008. He appointed as CEO of Arçelik in 2008 and in 2010 he also appointed as the President of Consumer Durables Group at Koç Holding. Having appointed to the position of CEO at Koç Holding A.Ş. on March 31, 2015; Mr. Çakıroğlu is the board member of Koç Holding as well. Levent Çakıroğlu is a Board Member of Koç Holding since April 2016, Chairman of the Board of Directors of Arçelik-LG and TürkTraktör, Vice Chairman of the Board of Directors of Yapı Kredi and Member of the Board of Directors of various Koç Group companies.
Carlo Alberto Sisto holds a bachelor's degree in business administration from Bocconi University in Italy and a certificate in Economics Senior Executive Program from London Business School in the UK. Carlo Alberto Sisto is President EMEA at CNH Industrial and has been with CNH Industrial for more than 20 years. He started his career at CNH Industrial as General Manager of the New Holland Agriculture Romania branch and has so far managed 3 of CNH Industrial's 4 regional Financial Services divisions. Prior to his appointment as President of the EMEA Region at CNH Industrial, Mr. Sisto led financial services in North America and previously in South America (2015-2019) and Asia Pacific (2013-2015). In South America, he also served as CFO of the region and Director of Treasury and Trade Finance.
Haydar Yenigün graduated from Yıldız Technical University Mechanical Engineering Department in 1987. He joined Ford Otosan in the same year and took different duties in production departments until 1990 and continued his career as a Project Engineer between 1992-1996 after his military service. After the equalization of shares and the signing of the relevant agreement between Ford Motor Company and Otosan A.Ş. in 1997, he worked at various positions during the establishment of the Kocaeli Plant. In 1998, he was appointed as a Project Leader. He served as Ford Otosan Kocaeli Plant Manager and Assistant General Manager between 2007-2012. Yenigün was appointed as Ford Otosan CEO and Member of the Board of Directors on February 15, 2012. As of April 1, 2022, he started to work as Koç Holding Automotive Group President. He is still a member of the Turkish Industry and Business Association (TUSIAD), Deputy Chairman of the Executive Board of the Turkey-USA Business Council (TAIK) and a Member of the Assembly of the Istanbul Chamber of Industry (ISO). He also served as Chairman of the Board of the Automotive Manufacturers Association (OSD) between March 2018 and March 2022 and as a Board Member at the European Automobile Manufacturers' Association (ACEA) between 2020-2022.
Mr. Neilson has more than 20 years of experience in production and manufacturing engineering. He first joined CNH in 1999 with responsibility for the Basildon (UK) Plant Engine Manufacturing Business Unit. He later advanced to take the lead of the Tractor Manufacturing Business Unit. In 2004, Mr. Neilson was appointed Plant Manager of CNH's Basildon (UK) tractor facility. In 2007, he became Vice President of Agricultural Manufacturing, Europe, a role he held until assuming global responsibilities for Agricultural Manufacturing in 2010. From 2012 to 2015, he served as Chief Manufacturing Officer for CNH Industrial. Mr. Neilson holds a BTEC HNC in Mechanical and Production Engineering. Derek James Neilson assumed the role of interim Chief Executive Officer of CNH Industrial between April - September 2018. He also worked as the Chief Operating Officer EMEA and President, Commercial Vehicles Products Segment between February 2015 - December 2018. Mr. Neilson assumed the role of CNH Industrial President of Agriculture in January 2019.
Osman Turgay Durak received his BA and master's degrees in mechanical engineering at Northwestern University in the USA. He started his career as Application Engineer at Ford Otosan in 1976. After working as Product Development and Design Engineer, he was appointed AS İnönü Engine Factory Project Chief in 1979. He was appointed as Project Coordination Manager in 1982 and Project Coordination Department Manager in 1984. Durak was appointed as Assistant General Manager of Marketing in 1986 and Assistant General Manager of Purchasing in 1987. He served as the Deputy General Manager from 2000 to 2002 and became the CEO and a Board Member at Ford Otosan in 2002. He served as Koç Holding Automotive Group President between 2007- 2009. Durak has served as Koç Holding Deputy CEO since May 2009, and worked as Koç Holding CEO and Board Member between April 2010 and 31 March 2015. Between 2004 and 2010, he was the Chairman of the Board of Directors of the Automotive Manufacturers Association for six years. Osman Turgay Durak was a
Member of the Assembly of the Istanbul Chamber of Industry (ISO) between January 2008 and May 2010, a member of the ISO Board of Directors between February 2009 and May 2010, and a member of the National Board of the International Chamber Commerce (ICC) between February 2014 and March 2015.
Matthieu Sejourne holds a degree in Mechanical Engineering from CESTI-Paris University and a master's degree in business administration from SDA Bocconi University of Milan. Mr. Sejourne started his professional career at CNH in 2002 in the Commercial Logistics Department and worked as a new product process planner for the CNH Asia, Africa, Middle East and Eastern Europe Regions between 2003 and 2005. He then served as Regional Manager for French-speaking countries in Africa and as Regional Manager for CNH South Africa. Mr. Sejourne served as Assistant General Manager in charge of Marketing at Türk Traktör ve Ziraat Makineleri A.Ş. between 2009 and 2015 and then as Case IH Asia Pacific Product Marketing and Product Portfolio Director and then as Case IH Asia Pacific Vice President between 2015 and 2019. In January 2019, Sejourne was appointed Vice President, Brands Leader, Agriculture Segment Asia, Middle East and Africa and in October 2021, he was appointed Vice President, Brands and Commercial Services, Agriculture Segment Asia Pacific. As of April 1, 2024, Sejourne will be appointed as the Company Leader at TürkTraktör and has been serving as a Board Member at New Holland HFT (Japan Inc) since May 2019 and at A-Ghazi Tractors Ltd (Pakistan) since February 2020.
After receiving his bachelor's degree in industrial engineering from Istanbul Technical University, Mr. Akkol completed the Executive MBA program and received a master's degree from Koç University in 2011. As he continued his professional career, he successfully graduated from Harvard Business School and Columbia University, completing the "Executive Development" and "Leadership Education" programs, Columbia Business School and London Business School Global Executive MBA. Mr. Akkol started his career in 2001 in the USA as a Production and Productivity Specialist at Nautilus Foods. After working abroad, Mr. Akkol returned to Turkey and started working for Koç Holding in 2003 as a Human Resources Assistant Specialist. He worked as a Human Resources Specialist between 2004 and 2005 and as an Audit Specialist and Senior Audit Specialist between 2005 and 2009. Mr. Akkol then worked as a System Development and Human Resources Manager between 2009 and 2010 and as a System Development and Human Resources Coordinator between 2010 and 2014. Mr. Akkol, who served as Koç Holding Human Resources Director between 2014 and 2021, has been serving as the Human Resources and Industrial Relations President since April 2021. Mr. Akkol is Chairman of Koç Pension & Assistance Foundation, Koç Group Sports Association, Turkish Confederation of Employer Associations (TİSK), Turkish Employers Association of Metal Industries (MESS), MESS Education Foundation and a member of the Board of Turkish Employment Agency (İŞKUR).
Marco Votta completed his undergraduate studies at the Business Administration Department of the Luigi Bocconi University of Commerce. He started his career in the industrial automation sector, moving in 1994 to Andersen Consulting as Management Consultant at. Votta joined the Business Development Department of New Holland in 1998 and was appointed as Assistant General Manager in charge of Business Control at Türk Traktör ve Ziraat Makineleri A.Ş. and New Holland Trakmak Traktör ve Ziraat Makinaları Ticaret A.Ş. in 1999. He then became the Company's CFO from 2006 to 2010, and then the CEO between April 2010 and 31.12.2018. Since the beginning of 2019, Votta is staying as a board member in Türk Traktör ve Ziraat Makineleri A.Ş. In addition, he is working in CNH Industrial as the Managing Director of Turkey.
Aykut Özüner graduated from Boğaziçi University, Department of Mechanical Engineering in 1991 and received his master's degree in business administration from the same university in 1995. Mr. Özüner started his professional career at Koç Holding Supply Coordination Group in 1992 and joined Ford Otomotiv A.Ş. in 1993, where he worked in various positions for many years. Between 1993 and 2001, he served as Marketing Strategies Manager, Product Manager, Marketing Manager and Sales Manager at Ford Otomotiv, respectively. In 2001-2002, he worked as Production Programming and New Product Development Manager in Ford Europe organization. After his overseas assignment, he returned to Ford Otomotiv in 2002 as Marketing and Customer Relations Director. He served as Assistant General Manager of Marketing, Sales between 2004 and 2010, and Assistant General Manager of Marketing, Sales and After Sales between 2010 and 2014. In 2014, he was appointed General Manager of Zer Merkezi Hizmetler ve Ticaret A.Ş., which provides purchasing services, and continued his duty until the end of 2018. On January 1, 2019, Özüner was appointed General Manager at TürkTraktör and will leave his position as Company Leader at TürkTraktör as of March 31, 2024 due to his appointment to another position in Koç Holding Group. Aykut Özüner is also a member of the board of directors of TürkTraktör, the Automotive Manufacturers Association (OSD) and the Turkish Employers Association of Metal Industries (MESS), a member of the Turkish Industry & Business Association (TUSIAD) and a member of the council of the Ankara Chamber of Industry (ASO).
Luisa Fenoglio holds a bachelor's degree in economics from the University of Turin, Italy. Before joining CNH Industrial in 2011, Luisa Fenoglio worked as a Factory Production Controller in several plants at FCA (now Stellantis). During her career at CNH Industrial, she has held various roles in the industrial control environment, both at regional (2011-2016) and global level (2017-2019), leading cross-regional teams. From January 2022, she is the CFO of Agriculture for the EMEA Region at CNH Industrial. Prior to her current role, she worked in the Supply Chain organization on cost analysis and cost optimization to improve profitability with increasing responsibility for purchasing, manufacturing, logistics and quality control.
In 1989, Yıldız Günay graduated from Boğaziçi University, Department of Industrial Engineering and in 1992 she completed her master's degree in economics at the same university. Starting her career at Citibank Treasury Department in 1990, she assumed commercial responsibilities for different asset classes and was promoted to Treasury Marketing Manager in 1994. In 1995, Ms. Günay joined Cargill Turkey, where she served as Assistant General Manager covering the financial trading units, corporate treasury and financial operations, before establishing the Cargill - Black River Asset Management Turkey office in 2004. In 2004, she established the Cargill - Black River Asset Management Turkey office, where she served as General Manager and a member of the Cargill Turkey Board of Directors, and over time her area of responsibility expanded to include Central Asia and Africa. Yıldız Günay served as the General Manager of the Turkish Education Foundation (TEV) from September 2012 to May 2021, leading the institutionalization, digitalization and asset management activation of the foundation. In addition, she has been serving as an Independent Board Member at Ünlü Yatırım Holding A.Ş. since 2021. Günay completed the "Advanced Leadership Initiative" Program at Harvard University, which she started at the beginning of 2023, at the end of the year.
In 1986, Günhan completed her high school education at Üsküdar American High School, graduated from Marmara University, Department of Business Administration in English in 1990 and completed his MBA program at West Georgia University in 1993. Between 1999 and 2007, Ms. Günhan worked as Assistant General Manager at VDF Volkswagen Doğuş Finansman A.Ş. and between 2002 and 2005, she was responsible for establishing a bank branch of the German Volkswagen Group in the UK. Between 2007 and 2011, she served as the founding General Manager and a member of the Board of Directors at TEB Finansman A.Ş. Between 2011 and 2018, she served as the founding General Manager and Board Member at ALJ Finansman A.Ş. In 2018, Ms. Günhan started to serve as the Global CEO of Financial Services & FinTech at ALJ International DMCC in Dubai and continued in this position until the end of 2021. Between 2019 and 2024, she served as the Chairman of the Board of Directors at ALJ Finansal Hizmetler A.Ş. Nilüfer Günhan has served as an independent board member in different companies since 2022. As of 2024, she served as an Independent Board Member at Doğa Sigorta A.Ş., BNP Paribas Cardif Hayat Sigorta A.Ş. and BNP Paribas Cardif Emeklilik A.Ş. and as an Advisory Board Member at İkinci Plan Otomotiv ve Tic. A.Ş. as a member of the Advisory Board. Since 2021, Günhan has been providing trainings on topics such as digital transformation, leadership, entrepreneurship and innovation at Boğaziçi University BÜYEM.
I hereby declare that I am a candidate for independent board membership at the Board of Directors of Türk Traktör ve Ziraat Makineleri A.Ş. ("Company") under Articles of Association of the Company and the criteria stated in the Corporate Governance Communique of Capital Markets Board. In that regard, I also confirm that;
a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been, employed by, has had important shareholding in or involved in any business dealings with the Company, its subsidiaries, affiliates, related parties or entities in which any of the shareholders having, equal to or more than 5 % interest in the Company, have had interest or managerial position,
b) I am not or have not been employed by or sit on the board of an entity which has served as auditor (including tax audit, legal audit, internal audit), rating and consultant to the Company or had contractual relationship with the Company for conducting its managerial or operational activities in whole or in part in the last five years, and I am not or have not been employed by, sit on the board of or had interest in any of the material suppliers or service providers of the Company in the last five years,
c) I have skills, knowledge and expertise relevant to the Company's business and extensive experience to fulfill my duties as an independent board member,
d) In accordance with the regulations, I am not working full time, at the time of my nomination in a Turkish governmental or public institution except working in the university as academician,
e) I am deemed as resident in Turkey under the Revenue Tax Law numbered 193 dated 31/12/1960,
f) I promise to exercise objectivity and independence in making business decisions in case of conflict of interest between the shareholders of the Company, to make effective contributions to the improvement of the business of the Company, to protect the rights of the stakeholders of the Company,
g) I can allocate enough time to duly follow up the company activities and fulfill the necessities of my tasks,
h) I have not sat on the board of the Company for more than 6 years within last 10 years,
i) I have not worked as the independent board member at more than three companies that management control is under the control of the shareholders who has the management control of the Company and more than five companies traded at Borsa İstanbul,
j) I have not been registered and declared in the name of the legal person selected as the board member.
Regards
MİNE YILDIZ GÜNAY
I hereby declare that I am a candidate for independent board membership at the Board of Directors of Türk Traktör ve Ziraat Makineleri A.Ş. ("Company") under Articles of Association of the Company and the criteria stated in the Corporate Governance Communique of Capital Markets Board. In that regard, I also confirm that;
a) In the last five years, I, my spouse or my up to the second degree blood or affinity relatives is not or has not been, employed by, has had important shareholding in or involved in any business dealings with the Company, its subsidiaries, affiliates, related parties or entities in which any of the shareholders having, equal to or more than 5 % interest in the Company, have had interest or managerial position,
b) I am not or have not been employed by or sit on the board of an entity which has served as auditor (including tax audit, legal audit, internal audit), rating and consultant to the Company or had contractual relationship with the Company for conducting its managerial or operational activities in whole or in part in the last five years, and I am not or have not been employed by, sit on the board of or had interest in any of the material suppliers or service providers of the Company in the last five years,
c) I have skills, knowledge and expertise relevant to the Company's business and extensive experience to fulfill my duties as an independent board member,
d) In accordance with the regulations, I am not working full time, at the time of my nomination in a Turkish governmental or public institution except working in the university as academician,
e) I am deemed as resident in Turkey under the Revenue Tax Law numbered 193 dated 31/12/1960,
f) I promise to exercise objectivity and independence in making business decisions in case of conflict of interest between the shareholders of the Company, to make effective contributions to the improvement of the business of the Company, to protect the rights of the stakeholders of the Company,
g) I can allocate enough time to duly follow up the company activities and fulfill the necessities of my tasks,
h) I have not sat on the board of the Company for more than 6 years within last 10 years,
ii)I have not worked as the independent board member at more than three companies that management control is under the control of the shareholders who has the management control of the Company and more than five companies traded at Borsa İstanbul,
j) I have not been registered and declared in the name of the legal person selected as the board member.
Regards
NİLÜFER GÜNHAN
This policy document identifies the remuneration system and practices concerning our board members, company leader and business leaders. In accordance with the Turkish Commercial Code and Article 13 of the Articles of Association of Türk Traktör ve Ziraat Makineleri A.Ş., a fixed remuneration is determined every year at the ordinary general assembly meeting for the functions of board members, which is valid for all members of the Board of Directors. The members of the Board of Directors are paid on a pro-rata basis, taking into account the period they have been in office as of the dates of their appointment and departure.
Payment for executive board members shall be made within the context of the below-given policy that has been determined for top managers.
In addition to the fixed wage determined at the general assembly, the members assigned to carry out certain functions to contribute to the company's activities can also benefit from the function they assume within the framework of the Corporate Governance Committee's opinion.
Performance-based compensation is not applied to the independent board members' remuneration.
The company can meet the expenses (transportation, telephone, insurance, etc.) covered by the board members due to their contribution to the company.
The top management compensation is comprised of two components; fixed and performance-based.
Within the scope of our remuneration policy, salary and side benefits management is organized and implemented with a fair, objective, high-performance-focused, competitive, rewarding and motivating approach.
Top management's fixed compensation is determined in parallel with international standards and legal obligations by considering macroeconomic data in the market, remuneration policies prevalent in the market, corporate growth and long-term targets, and the managers' position. The remuneration policy aims to increase the motivation and loyalty of the employees and gain qualified employees who will ensure the achievement of the company's strategic business goals, taking into account the internal salary balances and competitiveness in the market.
On the other hand, bonuses for the senior management are calculated according to the bonus base, company performance and individual performance so as to support the realization and expansion of the company's business targets, reward sustainable success and encourage superior performance. Information about the criteria is summarized below:
In the event that the top managers of our company leave their jobs, they may be paid a resignation bonus based on the period they worked, the time they served as top management, their contribution, the last target premium before the date of quitting, the salary and bonus paid in the previous year.
The total amount of remuneration paid to top management and board members within the year, and determined as per the above-given principles, shall be presented to the information and/or approval of shareholders in the following general assembly in line with the following general assembly legislation.
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