AGM Information • May 28, 2025
AGM Information
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2024 Annual Ordinary General Meeting of our Company will be held at our Head Office, Dudullu OSB Mah., 1. Cad., Birleşim Grup No:3/1, Ümraniye - İstanbul at on Thursday 22.05.2025 10:00 a.m. to discuss and conclude the agenda stated in this letter.
Our shareholders may attend the 2024 Annual Ordinary General Meeting personally or via electronic media, and they may also appoint representatives to attend the meeting. Shareholders who wish to attend the General Meeting physically, are required to present their ID which is registered in the Central Registry Agency A.Ş. (MKK)'s "shareholders list" to exercise their shareholder rights at the Meeting. Attendance to General Assembly electronically is possible with secure electronic signatures of shareholders or their representatives. Therefore, shareholders are required to register to Central Registry Agency A.Ş. (MKK) and e-MKK Information Portal and record their contact details and to possess secure e-signatures. Shareholders or their representatives who are not registered at e-MKK Information Portal or who do not possess secure electronic signatures will not be able to attend the General Assembly Meeting electronically via Electronic General Assembly System (e-GKS). Detailed information regarding the attendance to General Meeting electronically, are available on Central Registry Agency A.Ş. (MKK)'s web site (www.mkk.com.tr).
In addition, shareholders or their representatives who want to attend to the General Meeting via electronic media are required to fulfil their obligations in accordance with provisions of "Communiqué on Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies issued at Official Gazette no. 2839 and dated 29 August 2012 and "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" issued at Official Gazette no. 28395 and dated 28 August 2012.
Shareholders who will not personally participate to the General Meeting physically or via electronic media, are required to arrange their powers of attorney in compliance with the attached sample form in Annex-2 or submit their notarized power of attorney forms bearing their own signatures, by fulfilling matters foreseen in "Voting by Proxy and Proxy Solicitation" Communiqué II-30-1of Capital Markets Board published in the Official Gazette dated 24 December 2013, no.28861. The sample powers of attorney can be obtained from our Company Headquarter, our Company's website at www.birlesim.com and from the announcement attachment available in Public Disclosure Platform ("KAP") web site www.kap.org.tr. Proxy holders who have been electronically appointed via Electronic General Assembly System don't have to submit a notarized power of attorney. Power of attorney forms which do not comply with the sample of power of attorney forms stipulated in the aforementioned Communiqué and attached to the General Assembly Invitation Announcement will not be accepted. Shareholders who will attend the general meeting electronically via the Electronic General Meeting System, can get information about General Meeting from the website of the Central Registry Agency A.Ş. at www.mkk.com.tr.
2024 Financial Statements, Annual Report and Independent Audit Report within the framework of Capital Markets regulations, will be readily available for review of shareholders within the legal period at www.kap.org.tr, the web-site of Central Registry Agency A.Ş. , Electronic General Assembly System ("e-GKS") and our Company's corporate web-site, www.birlesim.com.
We would like to inform our shareholders and kindly request your presence at the place, date and time stated above.
Annex:
1- 2024 Annual General Meeting Agenda
2- Power of Attorney Sample
1. Opening and election of Meeting Chairmanship,
2. Authorization of Meeting Chairmanship to sign the Annual General Meeting Minutes,
3. Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2024,
4. Reading of the Independent Auditors Report's summary for the fiscal year 2024,
5. Reading, discussion, and approval of the Financial Statements for the fiscal year 2024,
6. Relieve of the Board Members individually regarding their works in 2024,
7. Discussion and approval on the proposal of the Board of Directors regarding the profit distribution for 2024,
8. Approval of the amendment of article 6 of the Companys' Articles of Association titled "COMPANY'S CAPITAL",
9. Discussion and determination of the remuneration of the members of the Board of Directors for the year 2025,
10. Approval of the selection of the Independent Audit Company proposed by the Board of Directors in accordance with the Turkish Commercial Code, Capital Markets Board Regulations and Public Oversight Accounting and Auditing Standards Authority regulations.
11. Informing the shareholders for the donations and aids made by the Company in the fiscal year 2024 and discussion and determination on the limits of donations and aids to be made by the Company for the fiscal year 2025,
12. Discussion and determination of members of the Board of Directors to make transactions personally as required by the articles 395 and 396 of Turkish Commercial Code,
13. Informing the Shareholders regarding guarantees, mortgages, surety, pledges given in favour of third persons in 2024 and the consequent income and benefits in accordance with 4th paragraph of the 12th article of the Capital Markets Board's Corporate Governance Communique no II.17.1,
14. Informing the Shareholders regarding transactions the Company performed with related parties withing the fiscal year 2024 in accordance with the regulations of the Capital Markets Board,
15. Wishes and opinions.
I, the undersigned, hereby appoint, empower and delegate ___________________________, as identified in details hereinbelow, as my proxy holder fully authorized to represent me, and vote and make proposals and sign the required documents on my behalf, in accordance with my opinions cited below, in the 2024Annual Ordinary General Meeting of the shareholders of Birleşim Mühendislik Isıtma Soğutma Havalandırma San ve Tic. A.Ş. to be held at the address of Dudullu OSB Mah., 1. Cad., Birleşim Grup No:3/1, Ümraniye - İstanbul at 10:00 a.m. on 22 May 2025, Thursday.
Proxy Holder's (*)
Name & Surname / Title :
TR Identity No. / Tax Identity No. :
Trade Registry and Number (If it is a legal person) :
MERSİS No. : Signature :
(*) For foreign proxy holders, the equivalents, if any, of such information should be provided
Scope of the power of representation should be determined by choosing one of the options (a), (b) and (c) for the sections 1 and 2 hereinbelow.
a) Proxy holder is authorized to vote in line with his/her own opinions
b) Proxy holder is authorized to vote in line with proposals of the corporation management
c) Proxy holder is authorized to vote in line with the instructions given in the following table.
Instructions: If the shareholder chooses the option (c), instructions on the relevant agenda topic are given by marking one of the options (acceptance or rejection) shown beside the relevant agenda topic and if the 'rejection' option is chosen, by stating the dissention requested to be included in the minutes of the general assembly meeting.
| Meeting Agenda | Accep | Reject | Dissenting Opinion |
|---|---|---|---|
| 1. Opening and election of Meeting Chairmanship, |
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| 2. Authorization of Meeting Chairmanship to sign the Annual General Meeting Minutes, |
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| 3. Reading and discussion of the Annual Report of the Board of Directors for the fiscal year 2024, |
|||
| 4. Reading of the Independent Auditors Report's summary for the fiscal year 2024, |
|||
| 5. Reading, discussion, and approval of the Financial Statements for the fiscal year 2024, |
|||
| 6. Relieve of the Board Members individually regarding their works in 2024, |
|||
| 7. Discussion and approval on the proposal of the Board of Directors regarding the profit distribution for 2024, |
|||
| 8. Approval of the amendment of article 6 of the Companys' Articles of Association titled "COMPANY'S CAPITAL", |
|||
| 9. Discussion and determination of the remuneration of the members of the Board of Directors for the fiscal year 2025, |
|||
| 10. Approval of the selection of the Independent Audit Company proposed by the Board of Directors in accordance with the Turkish Commercial Code, Capital Markets Board Regulations and Public Oversight Accounting and Auditing Standards Authority regulations. |
|||
| 11. Informing the shareholders for the donations and aids made by the Company in the fiscal year 2024 and discussion and determination on the limits of donations and aids to be made by the Company for the fiscal year 2025, |
|||
| 12. Discussion and determination of members of the Board of Directors to make transactions personally as required by the articles 395 and 396 of Turkish Commercial Code, |
|||
| 13. Informing the Shareholders regarding guarantees, mortgages, surety, pledges given in favour of third persons in 2024 and the consequent income and benefits in accordance with 4th paragraph of the 12th article of the Capital Markets Board's Corporate Governance Communique no II.17.1, |
|||
| 14. Informing the Shareholders regarding transactions the Company performed with related parties withing the fiscal year 2024 in accordance with the regulations of the Capital Markets Board, |
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| 15. Wishes and opinions. |
(*) The items included in the General Assembly agenda are listed separately. If the minority has a separate draft resolution, this is specified separately to ensure voting by proxy.
a) The proxy is authorized to vote as per their opinions.
The special instructions to be given to the proxy by the shareholder, if any, are stated here.
* This information is not required for shares monitored from the registry.
** For shares monitored from the registry, information on the group, if any, shall be given rather than number.
NAME SURNAME or TITLE OF THE SHAREHOLDER(*):
Republic of Turkey ID No/Tax No:
Trade Registry and Number and MERSIS number:
Address:
(*) For shareholders of foreign nationality, the equivalent of the listed information, if any, must be submitted.
Signature:
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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