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TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş.

Proxy Solicitation & Information Statement Feb 26, 2025

5966_rns_2025-02-26_703bb9b2-85d8-431e-9d4b-b157b059e68d.pdf

Proxy Solicitation & Information Statement

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TO THE BOARD OF DIRECTORS' OF TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş. INVITATION TO THE GENERAL ASSEMBLY MEETING DATED 21.03.2025

Our Company's Shareholders General Assembly Meeting concerning 2024 year will be held on 21 March 2025, Friday 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 2024-year activities.

The financial statements of 2024, Independent Audit Report by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş, Amendment of Article of Association, Board of Directors Annual Report including the dividend distribution proposal of the Board of Directors and Corporate Governance and Sustainability Principles Compliance Reports, and the 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 A.Ş. 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.

TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş. BOARD OF DIRECTORS

TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş. AGENDA OF ORDINARY GENERAL ASSEMBLY DATED 21.03.2025

1. Opening and election of the President,

2. Reading, discussing, and approving the Annual Report of 2024 prepared by the Company's Board of Directors,

3. Reading the summary of the Independent Audit Report related to the accounting year of 2024,

4. Reading, discussing, and approving the Financial Statements related to the accounting period of the year 2024,

5. Acquitting the members of the Board of Directors due to the activities of the company for the year 2024,

6. Approval of the amendment to be made to the Company's "Dividend Distribution Policy" for the year 2025 and the following years in accordance with the Capital Markets Board regulations,

7. Acceptance, acceptance by making changes or rejection of the Board of Directors' proposal with respect to the distribution of the profit for the year 2024 prepared in line with the company's dividend policy and date of such profit distribution,

8. Acceptance, acceptance with amendments or rejection of the proposal of the Board of Directors on the amendment of the Article 6 titled "Capital" of the company's Articles of Association, for the purpose of increasing the registered capital ceiling and extending its validity period,

9. Election of the Board of Directors Members and determination of their term of office, and the election of Independent Board Members,

10. Informing the shareholders and approving both the "Remuneration Policy" and the payments made according to this policy to the Members of the Board of Directors and Senior Managers due to the Corporate Governance Principles,

11. Determining the of annual gross remunerations of Board of Directors' members,

12. Approval of the selection of the Independent Auditing Company made by the Board of Directors in accordance with the regulations of the Turkish Commercial Code, Capital Markets Board and Public Oversight, Accounting and Auditing Standards Authority,

13. Informing the shareholders about the donations made by the Company in 2024 within the scope of the Company's Donation and Sponsorship Policy and determining an upper limit for donations to be made in 2025,

14. Informing the shareholders about the guarantees, pledges, mortgages, and bails given by the Company and its subsidiaries in favour of third parties and the income or benefits obtained in 2024 in accordance with the regulations of the Capital Markets Board,

15. Granting of permission to shareholders having managerial control, shareholder board members, top managers, and up to the second-degree blood or affinity relatives in accordance with articles 395 and 396 of Turkish Commercial Code, Capital Markets Board legislation and obtaining information to the shareholders concerning the transactions done in the year 2024 in line with the Capital Markets Board Corporate Governance Communiqué,

16. Informing the shareholders about the activities carried out in 2024 within the scope of the Company's goal of transitioning to a low-carbon economy and the progress made toward these goals,

17. Wishes.

SAMPLE PROXY FORM

TÜRK TRAKTÖR VE ZİRAAT MAKİNELERİ A.Ş. To the Chair of the General Assembly of Shareholders,

I hereby appoint as my proxy authorized to represent me, to vote and make proposals in line with the views I express herein below and sign the required papers at the Ordinary General Assembly of Türk Traktör ve Ziraat Makineleri A.Ş. that will convene on March 21, 2025, Friday at 13:00 at the address of Gazi Mahallesi Anadolu Bulvarı No: 52 – 52A Yenimahalle Ankara.

The Attorney's (*):

Name Surname/ Trade Name:

TR ID Number/Tax Number/ Trade Registry Number/MERSİS Number:

(*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of the General Assembly:
a) The attorney is authorized to vote according to his/her opinion.
b) The attorney is authorized to vote on proposals of the attorney partnership management.
c) The attorney is authorized to vote in accordance with the following instructions stated
in the table.

Instructions:

If the shareholder chooses the option (c), instructions specific to the agenda item are given by marking one of the options (acceptance or rejection) next to the relevant agenda item and, if the rejection option is selected and if there is a statement of opposition that the shareholder wants to be written in the minutes of the general assembly, the shareholders should write this statement of opposition into the proxy form.

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Agenda Items Accept Reject Dissenting
Opinion
1. Opening and election of the President,
2. Reading, discussing, and approving the Annual Report of 2024 prepared
by the Company's Board of Directors,
3. Reading the summary of the Independent Audit Report related to the
accounting year of 2024,
4. Reading, discussing, and approving the Financial Statements related to
the accounting period of the year 2024,
5. Acquitting the members of the Board of Directors due to the activities of
the company for the year 2024,
6. Approval of the amendment to be made to the Company's "Dividend
Distribution Policy" for the year 2025 and the following years in accordance
with the Capital Markets Board regulations,
7. Acceptance, acceptance by making changes or rejection of the Board of
Directors' proposal with respect to the distribution of the profit for the year
2024 prepared in line with the company's dividend policy and date of such
profit distribution,
8. Acceptance, acceptance with amendments or rejection of the proposal of
the Board of Directors on the amendment of the Article 6 titled "Capital" of the
company's Articles of Association, for the purpose of increasing the registered
capital ceiling and extending its validity period,
9. Election of the Board of Directors Members and determination of their term
of office, and the election of Independent Board Members,
10. Informing the shareholders and approving both the "Remuneration Policy"
and the payments made according to this policy to the Members of the Board
of Directors and Senior Managers due to the Corporate Governance
Principles,
11. Determining the of annual gross remunerations of Board of Directors'
members.
12. Approval of the selection of the Independent Auditing Company made by
the Board of Directors in accordance with the regulations of the Turkish
Commercial Code, Capital Markets Board and Public Oversight, Accounting
and Auditing Standards Authority,
13. Informing the shareholders about the donations made by the Company in
2024 within the scope of the Company's Donation and Sponsorship Policy
and determining an upper limit for donations to be made in 2025,
14. Informing the shareholders about the guarantees, pledges, mortgages,
and bails given by the Company and its subsidiaries in favour of third parties
and the income or benefits obtained in 2024 in accordance with the
regulations of the Capital Markets Board,
15.Granting of permission to shareholders having managerial control,
shareholder board members, top managers, and up to the second-degree
blood or affinity relatives in accordance with articles 395 and 396 of Turkish
Commercial Code, Capital Markets Board legislation and obtaining
information to the shareholders concerning the transactions done in the year
2024 in line with the Capital Markets Board Corporate Governance
Communiqué,
16. Informing the shareholders about the activities carried out in 2024 within
the scope of the Company's goal of transitioning to a low-carbon economy
and the progress made toward these goals,
17. Wishes.
  1. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

  1. I hereby confirm that the attorney represents the shares specified in detail as follows:

a) Order and Serial (*)

b) Number / Group (**)

c) Amount-Nominal Value

d) Share with voting power or not

e) Bearer-Registered (*)

f) Ratio of the total shares/voting rights of the shareholder

*Such information is not required for the shares which are followed up electronically. **For the shares which are followed up electronically, information related to the group will be given instead of number.

  1. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/Tax Number/ Trade Registry Number/MERSİS Number:

Address:

(*) Foreign attorneys should submit the equivalent information mentioned above.

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