Ford Otomotiv Sanayi : Invitation to the Ordinary General Shareholders' Meeting

Ford Otomotiv Sanayi A.Ş.

Gölcük Fabrikası:

Denizevler Mahallesi Ali Uçar Caddesi no:53 41670 Gölcük/Kocaeli

Telefon: [phone] Fax: [phone]

Merkez:

Akpınar Mah. Hasan Basri Cad. No: 2 34885 Sancaktepe / İstanbul

Telefon: [phone] Faks: (0216) 564 73 85

Ticaret Sicil: İstanbul / 73232

Vergi Dairesi:Büyük Mükellefler V.D./ 649 002 0363 www.fordotosan.com.tr

FORD OTOMOTİV SANAYİ A.Ş.

BOARD OF DIRECTORS' INVITATION TO THE ORDINARY GENERAL ASSEMBLY

MEETING OF SHAREHOLDERS DATED APRIL 3, 2024

Ford Otomotiv Sanayi A.Ş.'s Ordinary General Assembly Meeting shall be convened on 3 April 2024 Wednesday at 14:00 at the address of "Divan Istanbul Hotel - Asker Ocağı Caddesi No:1 34367 Şişli / İstanbul (Tel: [phone], Faks: [phone])". At the meeting, the activities of the Company for the fiscal year 2023 will be reviewed, the following agenda will be discussed, and a resolution regarding the agenda will be reached.

In accordance with the legal requirements, 2023 Financial Statements, the Independent Auditor's Report, the Corporate Governance Compliance Report and the Board of Directors' Annual Report, including the dividend distribution proposal of the Board of Directors, along with the following agenda and the Memorandum containing the information required by Capital Markets Board regulations shall be made available to the shareholders at Company Headquarters in Sancaktepe İstanbul, Kocaeli Gölcük Plant, Eskişehir Plant, on the Company's corporate website at www.fordotosan.com.tr, and in the Electronic General Meeting System of the Central Registry Agency (CRA) three weeks prior to the meeting.

Shareholders unable to attend the meeting in person, save for the rights and obligations of the ones participating electronically via the Electronic General Assembly System, shall prepare their proxy documents as per the legislation, or shall obtain a proxy sample form from Yapı Kredi Yatırım Menkul Değerler A.Ș. (Yapı Kredi Plaza / Levent-Istanbul), our Company, or from the corporate website at www.fordotosan.com.trand shall submit to the Company the notarized proxy documents issued in accordance with the requirements of the Communiqué No. II-30.1, Use of Proxy Vote and Proxy Collection through Invitation, enacted on 24 December 2013 and published in Official Gazette No. 28861. A proxy document is not required from a proxy appointed electronically through the Electronic General Meeting System. The proxy documents which do not comply with the requirements of the aforementioned Communiqué, and the sample form attached within the invitation to the general assembly meeting document shall not be accepted, given our legal liability.

Shareholders intending to vote via the Electronic General Meeting System are requested to obtain information from the Central Registry Agency, our Company's website at www.fordotosan.com.tror from the Company Headquarters (Tel: [phone]) to ensure that they comply with the provisions of the by-laws for the Electronic Shareholders Meeting.

Pursuant to Paragraph 4 of Article 415 of Turkish Commercial Code No. 6102 and Paragraph 1 of Article 30 of the Capital Markets Law, the right to attend the General Assembly and voting rights shall not be conditional on depositing the share certificates. Accordingly, shareholders participating in the General Assembly do not need to block their shares.

At the Ordinary General Assembly Meeting, the voters shall use open voting system by raising hands, without prejudice to the provisions of electronic voting regarding the voting of each item on the agenda.

In accordance to the Law No.6698 on Protection of Personal Data, you can access detailed information on processing of your personal data by our Company in Ford Otomotiv Sanayi A.Ş. Policy on the Protection and Processing of Personal Data published at www.fordotosan.com.tr.

Pursuant to the Capital Markets Law, shareholders holding registered shares that are traded on the stock exchange will not receive a separate registered invitation letter for the meeting.

All rights and stakeholders and media organs are invited to our General Assembly meeting. It is submitted to the shareholders with due respect.

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Ford Otomotiv Sanayi A.Ş.

Gölcük Fabrikası:

Denizevler Mahallesi Ali Uçar Caddesi no:53 41670 Gölcük/Kocaeli

Telefon: [phone] Fax: [phone]

Merkez:

Akpınar Mah. Hasan Basri Cad. No: 2 34885 Sancaktepe / İstanbul

Telefon: [phone] Faks: (0216) 564 73 85

Ticaret Sicil: İstanbul / 73232

Vergi Dairesi:Büyük Mükellefler V.D./ 649 002 0363 www.fordotosan.com.tr

FORD OTOMOTİV SANAYİ A.Ş.

Board of Directors

Company Address: Akpınar Mah. Hasan Basri Cad. No:2 34885 Sancaktepe /İstanbul

Trade Registry and Number: İstanbul / 73232-0

Mersis ID Number: 0649002036300014

AGENDA OF FORD OTOMOTİV SANAYİ A.Ş.

ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 3, 2024

1. Opening and election of Chairmanship Panel,
2. Reading, discussion and approval of the Annual Report of year 2023 prepared by the Board of Directors,
3. Reading of the summary report of the Independent Audit Firm of 2023 Fiscal Period,
4. Reading, discussion and approval of the Financial Statements of 2023 Fiscal Period,
5. Release of the members of the Board of Directors separately for year 2023 activities,
6. Approval of the changes to be made in the Company's "Dividend Distribution Policy" for 2024 and the following years, in accordance with the Capital Markets Board regulations.
7. Approval, or approval with amendments or refusal of the Board of Directors' proposal for profit distribution for the year 2023 and the distribution date which prepared in accordance with the Company's Profit Distribution Policy,
8. Determination of the number and the term of duty of the members of the Board of Directors and election of the members base on the determined number, election of the Independent Board Members,
9. As per the Corporate Governance Principles, informing the shareholders regarding the "Remuneration Policy" for members of the Board of Directors and the senior executives and payments made under this policy and approval of the "Remuneration Policy" and related payments,
10. Determination of the annual gross fees to be paid to the members of the Board of Directors,
11. As per the regulations of the Turkish Commercial Code and Capital Markets Board, approval of the Board of Directors' election for the Independent Audit Firm,
12. Giving information to the shareholders regarding the donations made by the Company in 2023 and determination of a upper limit for donations to be made in 2024,
13. In accordance with the Capital Markets Board regulations, presentation to the shareholders of the securities, pledges and mortgages granted in favor of the third parties in the year 2023 and of any benefits or income thereof,
14. Under Articles 395 and 396 of the Turkish Commercial Code, authorizing: shareholders with management control, members of the Board of Directors, senior executives and their spouses and relatives related by blood or affinity up to the second degree; and also informing the shareholders regarding the transactions made in this extent in 2023 pursuant to the Capital Markets Board's Communiqué on Corporate Governance,
15. Wishes and opinions.

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Ford Otomotiv Sanayi A.Ş.

Gölcük Fabrikası:

Denizevler Mahallesi Ali Uçar Caddesi no:53 41670 Gölcük/Kocaeli

Telefon: [phone] Fax: [phone]

Merkez:

Akpınar Mah. Hasan Basri Cad. No: 2 34885 Sancaktepe / İstanbul

Telefon: [phone] Faks: (0216) 564 73 85

Ticaret Sicil: İstanbul / 73232

Vergi Dairesi:Büyük Mükellefler V.D./ 649 002 0363 www.fordotosan.com.tr

PROXY FORM

FORD OTOMOTİV SANAYİ A.Ş.

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 FORD OTOMOTİV SANAYİ A.Ş. that will convene on April 3rd, 2024, Wednesday at 14:00 in Divan İstanbul Hotel at the address of "Asker Ocağı Caddesi No:1 34367 Şişli / İstanbul (Tel: [phone], Fax: [phone])".

The Attorney's(*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS ( Central Registration System ) Number:

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

1. 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 General Assembly ;

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is authorized to vote in accordance with the company management

c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses option (c), the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

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Ford Otomotiv Sanayi A.Ş.

Gölcük Fabrikası:

Denizevler Mahallesi Ali Uçar Caddesi no:53 41670 Gölcük/Kocaeli

Telefon: [phone] Fax: [phone]

Merkez:

Akpınar Mah. Hasan Basri Cad. No: 2 34885 Sancaktepe / İstanbul

Telefon: [phone] Faks: (0216) 564 73 85

Ticaret Sicil: İstanbul / 73232

Vergi Dairesi:Büyük Mükellefler V.D./ 649 002 0363 www.fordotosan.com.tr

Agenda Items (*)

Accept

Reject

Dissenting Opinion

1.Opening and election of Chairmanship Panel,

2.Reading, discussion and approval of the Annual Report of year 2023 prepared by the Board of Directors,

3.Reading of the summary report of the Independent Audit Firm of 2023 Fiscal Period,

4.Reading, discussion and approval of the Financial Statements of 2023 Fiscal Period,

1. Release of the members of the Board of Directors separately for year 2023 activities
2. Approval of the changes to be made in the Company's "Dividend Distribution Policy" for 2024 and the following years, in accordance with the Capital Markets Board regulations.
   7.Approval, or approval with amendments or refusal of the Board of Directors' proposal for profit distribution for the year 2023 and the distribution date which prepared in accordance with the Company's Profit Distribution Policy, 8.Determination of the number and the term of duty of the members of the Board of Directors and election of the members base on the determined number, election of the Independent Board Members,
   9.As per the Corporate Governance Principles, informing the shareholders regarding the "Remuneration Policy" for members of the Board of Directors and the senior executives and payments made under this policy and approval of the "Remuneration Policy" and related payments,
   10.Determination of the annual gross fees to be paid to the members of the Board of Directors,
   11.As per the regulations of the Turkish Commercial Code and Capital Markets Board, approval of the Board of Directors' election for the Independent Audit Firm, 12.Giving information to the shareholders regarding the donations made by the Company in 2023 and determination of a upper limit for donations to be made in 2024,

1. In accordance with the Capital Markets Board regulations, presentation to the shareholders of the securities, pledges and mortgages granted in favor of the third parties in the year 2023 and of any benefits or income thereof,
   14.Under Articles 395 and 396 of the Turkish Commercial Code, authorizing: shareholders with management control, members of the Board of Directors, senior executives and their spouses and relatives related by blood or affinity up to the second degree; and also informing the shareholders regarding the transactions made in this extent in 2023 pursuant to the Capital Markets Board's Communiqué on Corporate Governance,

15.Wishes and opinions.

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Ford Otomotiv Sanayi A.Ş.

Gölcük Fabrikası:

Denizevler Mahallesi Ali Uçar Caddesi no:53 41670 Gölcük/Kocaeli

Telefon: [phone] Fax: [phone]

Merkez:

Akpınar Mah. Hasan Basri Cad. No: 2 34885 Sancaktepe / İstanbul

Telefon: [phone] Faks: (0216) 564 73 85

Ticaret Sicil: İstanbul / 73232

Vergi Dairesi:Büyük Mükellefler V.D./ 649 002 0363 www.fordotosan.com.tr

(*) No voting on the informative items.

If the minority has another draft resolution, necessary arrangements should be made to enable them to vote by proxy.

2. Special instructions related to other issues that may come up during General	Assembly
meeting and especially to the use of minority rights:

1. The attorney is authorized to vote according to his/her opinion.
2. The attorney is not authorized to vote in these matters.
3. The attorney is authorized to vote for agenda items in accordance with the following instructions.

SPECIAL INSTRUCTIONS; Special instructions (if any) to be given by the shareholder to the attorney are stated herein.

1. 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.

1. Order and Serial :*
2. Number / Group :**
3. Amount-NominalValue :

ç) Share with privileged voting rights or not :

1. Bearer-Registered :*
2. Ratio of the total shares/voting rights of the shareholder :

* Such information is not required for the shares which are dematerialized.

• For the dematerialized shares, information related to the group (if any) will be given instead of number.

2. 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 ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

Address:

(*) Foreign shareholders shall submit the equivalent information mentioned above.

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