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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

Pre-Annual General Meeting Information Jun 10, 2025

9057_rns_2025-06-10_ecdb21a0-86bc-41b6-bf7a-f366b32ca54f.pdf

Pre-Annual General Meeting Information

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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş. Invitation to 2024 Ordinary General Assembly Meeting From the Chairman of Meeting of Board of Directors

Dear Shareholders,

The Shareholders Meeting of our Company for the year 2024 will be held on 04/06/2025 at 11:00 at the address "Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar-İstanbul", according to the agenda specified below. (*)

In accordance with the CMB Corporate Governance Principles and CMB Communiqués, regarding the issues to be discussed at the Ordinary General Assembly; The agenda of the General Assembly Meeting includes the Annual Report of the Board of Directors for the Operating Year 2024, the Financial Statements and the Independent Audit Report, the proposal on Profit Distribution and the Corporate Governance Principles Compliance Report attached to the Annual Report and the necessary explanations for compliance with these agenda items and the Capital Markets Board regulations. The detailed Information Note will be available for review by our esteemed shareholders three weeks before the meeting, within the statutory period, at the Company Headquarters, on the Company website at www.penta.com.tr, on the Public Disclosure Platform and on the Electronic General Assembly system.

Shareholders who wish to attend the General Assembly Meeting in person or through their representatives in the electronic environment pursuant to Article 1527 of the Turkish Commercial Code must notify their preferences via the Electronic General Assembly System (EGAS) through the Central Securities Depository system. In case the representative will attend the General Assembly Meeting instead of the shareholder, the identity information of the representative must be recorded in the EGAS. In cases where the representative will attend the meeting physically, authorization can be made in this way.

Pursuant to Article 415 of the Turkish Commercial Code, our shareholders or their representatives whose share certificates have been dematerialized within the framework of the Central Securities Depository (CSD) regulations and whose names are on the list of shareholders, will be able to attend the General Assembly Meeting. Shareholders whose names are on this list can physically attend the Ordinary General Assembly Meeting of our Company by showing their identity cards.

Shareholders and their representatives, who wish to attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of "Regulation Regarding the Electronic General Assembly of the Incorporated Company" published on the Official Gazette dated 28 August 2012 and numbered 28395 and "Communiqué Regarding the Electronic General Assembly System to be Applied in the General Assembly Meeting of the Incorporated Company" published on the Official Gazette dated 29 August 2012 and numbered 28396. Otherwise, they will not be able to attend the meeting. Detailed information on EGAS can be found at www.mkk.com.tr.

Our shareholders who cannot attend the meeting in person to exercise their voting rights by proxy should issue their power of attorney in accordance with the sample below or obtain a sample of the proxy form from our Company Headquarters and the Company website at www.penta.com.tr and submit their notarized power of attorney, by fulfilling the matters stipulated in the "Communiqué Regarding Proxy Voting and Call Based Proxy Meetings" numbered II-30.1 provision of the Capital Markets Board, published in the Official Gazette dated 24.12.2013 and numbered 28861.

Pursuant to paragraph 4 Article 415 of Turkish Commercial Code numbered 6102 and paragraph 1 Article 30 of Capital Market Law, the right to participate and cast votes in general assemblies is not subject to the condition of depositing share certificates. Accordingly, shareholders are not required to block their shares to attend the General Assembly.

Voting at the General Assembly will be made by open voting method with show of hands, with provisions relating to electronic voting being reserved.

Respectfully submitted to the attention of esteemed Shareholders.

(*) In accordance with Article 29 of the Capital Markets Law, a registered letter will not be sent to our shareholders for the invitation to the General Assembly Meeting.

Regards, PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

AGENDA OF THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2024

    1. Opening, the election of the Chairman of Meeting,
    1. Granting authorization to the Meeting Chairmanship for signing the General Assembly Meeting Minutes,
    1. Reading and discussion of the Board of Directors' annual activity report for the 2024 fiscal year,
    1. Reading of the summary of the independent external audit report for the 2024 fiscal year,
    1. Reading, discussion, and approval of the consolidated financial statements for the 2024 fiscal year,
    1. Discussion and resolution on the release of the Board of Directors from liability for their activities and transactions during the 2024 fiscal year,
    1. Approval of the appointment of a new Board Member assigned during the term,
    1. Determination of the remuneration, attendance fees, bonuses, and other rights of the Board Members,
    1. Discussion and resolution on the profit distribution proposal prepared by the Board of Directors,
  • 10.Discussion and resolution on the selection of the Independent Audit Firm by the Board of Directors, in accordance with the Turkish Commercial Code, Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority regulations,
  • 11.Informing shareholders about donations and grants made in the 2024 fiscal year; discussion and resolution of the Board of Directors' proposal to determine the donation limit for the 01/01/2025 – 31/12/2025 fiscal period,
  • 12.Informing shareholders, within the framework of Capital Markets Board regulations, about guarantees, pledges, and mortgages granted by the Company in favor of third parties and the income or benefits derived therefrom,
    1. Discussion and resolution on granting permission, in accordance with Articles 395 and 396 of the Turkish Commercial Code, to the Board Members to conduct business related or unrelated to the Company's scope, on their own behalf or on behalf of others, and to become partners in companies engaging in such activities and to perform other related transactions,
  • 14.Closing.

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