AGM Information • Jun 10, 2025
AGM Information
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The Ordinary General Assembly Meeting of our Company for the Year 2024, where the issues mentioned in the agenda listed below will be discussed and decided, will be held on Wednesday, July 02, 2025 at 10:30 at the address of Dumlupinar Boulevard, Kizilirmak District, Block A Floor: 1 Çankaya / ANKARA.
Shareholders who wish to attend the General Assembly in person in a physical environment will be able to exercise their rights to their shares registered in the "Shareholders List" contained in the Central Registry Agency (CRA) system by submitting an ID. Our partners who cannot participate in the meeting personally must arrange their power of attorney in accordance with the example in Oct. 1 published with the Agenda, or send an example of the power of attorney form from our Company headquarters or our Company www.pasifikeurasia.com.tr it is necessary to obtain them from the website at the address and submit their notarized power of attorney or the original of their power of attorney attached to the notarized signature circular of the Capital Markets Board Jul.II-30.1 published in the Official Gazette dated 24.12.2013 and numbered 28861 to our Company in accordance with the provisions of the Communiqué on Proxy Voting and Collection of Power of Attorney by Call.
Shareholders or their representatives who wish to attend the meeting electronically must fulfill their obligations in accordance with the provisions of the "Regulation on Electronic General Meetings to Be Held in Joint Stock Companies (EGKS)" published in the Official Gazette dated 28/08/2012 and Numbered 28395 and the "Communiqué on the Electronic General Assembly System to be Applied at General Meetings of Joint Stock Companies" Published in the Official Gazette dated 29/08/2012 and Numbered 28396.
Our Shareholders who will vote with the Electronic General Assembly System will be able to fulfill their obligations under the relevant legislation from the website of the Central Registration Organization (www.mkk.com.tr ) they can obtain information.
If our partners who do not want their identities and information about the shares in their accounts to be disclosed to our Company, and therefore these information cannot be seen by our Company, wish to attend the General Assembly Meeting, they must apply to the brokerage organizations where they have accounts and ensure that the restriction preventing the disclosure of information about their identities and shares in their accounts to our Company is lifted no later than 17:00 the day before the general assembly meeting.
Pursuant to paragraph 4 of Article 415 of the Turkish Commercial Code numbered 6102 and paragraph 1 of Article 30 of the Capital Markets Law, the right to participate in the general assembly and to vote is not subject to the condition of depositing the share certificates. Within this framework, there is no need for our shareholders to block their shares if they wish to participate in the General Assembly Meeting.
In accordance with the relevant article of the Capital Markets Law, shareholders who will deposit registered monitored shares are required to arrange "Representation Document for Deposited Shares" and "Instruction Notification Form", examples of which are included in the annex to the regulation, in accordance with the provisions of the "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade who will be Present at These Meetings Oct.
Our company's Financial Statements for 2024, the Annual Report of the Board of Directors, Independent Audit Reports, the Profit Distribution Proposal of the Board of Directors and the Information Document of the General Assembly, at least three weeks before the date of the meeting, except for the announcement and meeting days, at the Company's headquarters, the company's www.pasifikeurasia.com.tr it will be available for shareholder reviews on the Company's website, Public Disclosure Platform and Electronic General Assembly system.
In the Ordinary General Assembly Meeting, the open voting method with the hand lifting procedure will be used, without prejudice to the provisions of voting by electronic method for voting on the agenda items.
In accordance with the Capital Markets Law, our partners will not be notified with a registered refund.
Best regards,
PASİFİK EURASİA LOJİSTİK DIŞ TİCARET A.Ş.
Board of Directors
Company Address: Kizilirmak Mah. Dumlupinar Boulevard (Eskişehir Road) No: 3 Next Level A Block 1. Floor No: 1 06530 Sogutozu Çankaya / ANKARA
Trade Registry and Number: Ankara/ 359742
Mersis No.: 0649051113500016
Pasifik Eurasia Lojistik Dış Ticaret A.Ş..at the Ordinary General Assembly Meeting for 2024 to be held on Wednesday, July 02, 2025, at 10:30 Dumlupinar Boulevard, Kizilirmak District, Next Level A Block Floor: 1 No:1 Çankaya / ANKARA, in accordance with the views I have stated below, in order to be authorized to represent me, vote, make proposals and sign the necessary documents, which are presented in detail below .................................... I'm appointing a deputy.
Name Surname / Trade Name:......................................................................................... T.C. ID No/Tax No, Trade Registry and Number and MERSIS number:............................... (*)For foreign national surrogates, it is mandatory to submit the specified information, if any, to their counterparts.
For sections 1 and 2 given below, the scope of the representation authority should be determined by selecting one of the (a), (b) or (c) styles.
a) The proxy is authorized to vote in accordance with his/her opinion.
b) The proxy is authorized to vote in accordance with the proposals of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
In the event that the (c) option is selected by the shareholder, the instructions specific to the agenda item are given by marking one of the options given against the relevant general assembly agenda item (acceptance or rejection) and specifying the opposition comment requested to be written in the minutes of the general assembly, if any, if the rejection option is selected.
| AGENDA ITEMS | Accept | Reject | Dissenting Opinion |
|
|---|---|---|---|---|
| 1 | Establishment and authorization of the opening and meeting presidency. |
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| 2 | Reading and negotiating the Annual Report of the Board of Directors for the year 2024 and the summary of the Report of the Independent Audit Organization. |
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| 3 | Reading, negotiating and submitting the Financial Statements for the accounting period of 2024 for approval |
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| 4 | The release of the Members of the Board of Directors separately due to their activities for the year 2024, |
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| 5 | The number of members of the board of directors should remain the same and the current board of directors whose terms of office continue the election of new members determined to serve until the end of the term of office of the current members of the board of directors by making changes |
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| 6 | Determination of the right to peace of mind to be granted to the members of the Board of Directors and making a decision, |
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| 7 | Discussion and resolution of the dividend distribution proposal prepared by the Board of Directors. |
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| 8 | Provided that the necessary approvals have been obtained from the Capital Markets Board and the Ministry of Commerce; submission of the Board of Directors' proposal on the amendment of Article 6 entitled "Capital" of the Company's Articles of Association for the purpose of increasing the registered capital ceiling and extending the validity period to the approval of the general assembly, |
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| 9 | Submission of the selection of an independent audit firm made by the Board of Directors in accordance with the regulations of the |
| Turkish Commercial Code, the Capital Markets Board and the | |||
|---|---|---|---|
| Public Oversight, Accounting and Auditing Standards Authority for | |||
| approval by the General Assembly. | |||
| 10 | Providing information about donations and grants made in 2024 and | ||
| determining the limit for 2025 | |||
| 11 | To the Members of the Board of Directors, 395 and 396 of the | ||
| Turkish Commercial Code. discussing and submitting for approval | |||
| the issue of granting permission within the scope of the articles, | |||
| 12 | Providing information about the transactions carried out in 2024 | ||
| within the scope of Articles 1.3.6 and 1.3.7 of the Corporate | |||
| Governance Communiqué | |||
| 13 | Informing investors about the Company's related party transactions | ||
| and providing information about the income and benefits obtained | |||
| through collateral pledge mortgages and sureties issued in favor of | |||
| third parties | |||
| Informing shareholders about the company's projection related to the | |||
| 14 | transition to a low-carbon economy | ||
| 15 | Wishes and wishes. | ||
(*) The issues on the agenda of the General Assembly are listed one by one. If the minority has a separate draft decision, this is also indicated separately to ensure that it is voted by proxy.
a) The proxy is authorized to vote in accordance with his/her opinion.
b) The proxy is authorized to vote in accordance with the proposals of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
If any, the special instructions to be given to the proxy by the shareholder are indicated here.
B) The shareholder selects one of the following options and specifies the shares that he/she wants the proxy to represent.
1. I approve the representation of my shares specified in detail below by the proxy.
a) Order and series:* : .........................
b) Number/Group:** : .........................
c) Quantity- Nominal value : .........................
ç) Whether there is a concession in the vote : .........................
d) The Bearer-Name is written:* : .........................
e) The ratio of the total shares / voting rights owned by the shareholder:
* This information is not requested for the registered tracked shares.
**Information about the group, if any, will be included instead of the number for the shares tracked by registration.
Name Surname/Trade Name
(*):…………………………………………………………………………………………
| TC Identity No/Tax No, Trade Registry and Number and MERSIS number: | |
|---|---|
| Address:………………………………………………………………………………………………………… |
…………
(*)For foreign shareholders, it is mandatory to submit the equivalents, if any, of the above information. Signature:
| THE OLD TEXT | NEW TEXT |
|---|---|
| CAPITAL Article 6: | CAPITAL Article 6: |
| The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to the registered capital system with the permission of the Capital Markets Board dated 30/03/2023 and numbered 20/410. The registered capital ceiling of the Company is 750.000.000 TL (Seven Million Turkish Liras) and each of them is divided into 750.000.000 shares with a nominal value of 1 (One) Turkish Liras. The registered capital ceiling permit issued by the Capital Markets Board is valid for [2023-2027] years (5 years). even if the authorized registered capital ceiling has not been reached by the end of 2027, it is mandatory to obtain authorization from the general assembly for a new period not exceeding 5 (five) years by obtaining permission from the CMB for the authorized ceiling or a new ceiling amount. In case such authority is not obtained, capital increase cannot be made by the decision of the board of directors. |
The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has switched to the registered capital system with the permission of the Capital Markets Board dated 30/03/2023 and numbered 20/410. The registered capital ceiling of the Company is 9.000.000.000 TL (Nine Billion Turkish Liras) and each of them is divided into 9.000.000.000 shares with a nominal value of 1 (One) Turkish Liras. The registered capital ceiling permit issued by the Capital Markets Board is valid for [2025-2029] years (5 years). even if the authorized registered capital ceiling has not been reached by the end of 2029, it is mandatory to obtain authorization from the general assembly for a new period not exceeding 5 (five) years by obtaining permission from the CMB for the authorized ceiling or a new ceiling amount. In case such authority is not obtained, capital increase cannot be made by the decision of the board of directors. |
| The issued capital of the company is worth 672,000,000 TL (Six Hundred and Two Million Turkish Liras) and all of it has been fully paid in a non-negotiable manner. This capital is divided into 672.000.000 shares with a nominal value of TL 1.00 (one Turkish lira) each, of which 120.000.000 (one hundred million) are registered (A) Group shares and 552.000.000 (five hundred million) are bearer (B) Group shares. (A) Group shares have the privilege of nomination to the board of directors and voting at the general assembly. (B) Group shares do not have any privileges. The privileges of the privileged shares are specified in the relevant parts of the Articles of Association. |
The issued capital of the company is worth 672,000,000 TL (Six Hundred and Twenty-Two Million Turkish Liras) and all of it has been paid in full in a non-negotiable manner. This capital is divided into 672.000.000 shares with a nominal value of TL 1.00 (one Turkish lira) each, of which 120.000.000 (one hundred million) are registered (A) Group shares and 552.000.000 (five hundred million) are bearer (B) Group shares. (A) Group shares have the privilege of nomination to the board of directors and voting at the general assembly. (B) Group shares do not have any privileges. The privileges of the privileged shares are specified in the relevant parts of the Articles of Association. |
| The board of Directors is authorized to increase the issued capital by issuing new shares up to the registered capital ceiling, restrict the rights of privileged shareholders and limit the shareholders' right to buy new shares, as well as make decisions on issuing shares above or below their nominal value, when deemed necessary, in accordance with the provisions of the Capital Markets Law. The authority to restrict the right to buy new shares cannot be used in a way that leads to inequality between shareholders. Dec. New shares are not issued unless the issued shares are completely sold and their prices are paid, or the unsellable shares are canceled. The capital of the Company may be increased or decreased in accordance with the provisions of the TCC and Capital Market Legislation if necessary. In capital increases, unless otherwise decided by the Board of Directors, each group uses a priority right from |
The board of Directors is authorized to increase the issued capital by issuing new shares up to the registered capital ceiling, restrict the rights of privileged shareholders and limit the shareholders' right to buy new shares, as well as make decisions on issuing shares above or below their nominal value when deemed necessary, in accordance with the provisions of the Capital Markets Law. The authority to restrict the right to buy new shares cannot be used in a way that leads to inequality between shareholders. Dec. New shares will not be issued unless the issued shares are completely sold and their prices are paid, or the unsellable shares are canceled. The Company's capital may be increased or decreased in accordance with the provisions of the TCC and Capital Market Legislation if necessary. In capital increases, unless otherwise decided by the Board of Directors, each group uses a priority right from |
| its own group. When issuing a new share, unless | its own group. When issuing a new share, unless |
|---|---|
| otherwise decided by the board of directors, the ratio of | otherwise decided by the board of directors, the ratio of |
| (A) Group registered shares in the issued capital is | (A) Group registered shares in the issued capital is |
| maintained, and in capital increases to be made, (A) | maintained, and in the capital increases to be made, (A) |
| Group shares are issued in exchange for (A) Group | Group shares are issued in exchange for (A) Group |
| shares, (B) Group shares in exchange for (B) Group | shares, (B) Group shares in exchange for (B) Group |
| shares. In the capital increases to be made, the current | shares. In the capital increases to be made, the current |
| share | share |
| The owners. in case the rights of all of them to purchase | The owners. in case the rights of all of them to purchase |
| new shares are restricted, all of the shares will be issued | new shares are restricted, all of the shares will be issued |
| as Group (B). | as Group (B). |
| In capital increases, the free shares are distributed to the | In capital increases, the free shares are distributed to the |
| existing shares on the date of increase. | existing shares on the date of increase. |
| Shares representing the capital are monitored on record | Shares representing the capital are monitored on record |
| within the framework of dematerialization principles. | within the framework of dematerialization principles. |
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