Pre-Annual General Meeting Information • May 22, 2025
Pre-Annual General Meeting Information
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The Ordinary Shareholders' Meeting of our Company for the year 2024 will be held in Banvit facilities located at Ömerli Mah. Ömerli Sok. No: 2/8A Bandırma, Balıkesir, Türkiye on Thursday, 22 May 2025 at 11.00 a.m. with the below agenda items.
Shareholders can attend the Ordinary Shareholders' Meeting in person or by proxy physically or by electronic means. Shareholders that will make transactions in the Electronic General Assembly System (EGKS) need to register with Central Registry Agency A.Ş. (MKK) and e-MKK Information Portal, to save their information and to have an electronic signature. Shareholders or representatives that are not registered with e-MKK information portal and that do not have e-signature cannot attend the Ordinary Shareholders' Meeting by electronic means.
Also, shareholders or representatives that wish to attend the meeting by electronic means need to fulfill obligations according to "Regulation on the Attendance at General Assembly Meetings of Joint Stock Companies by Electronic Means" published in the Official Gazette dated 28 August 2012 no. 28395, and "Communiqué on Electronic General Assembly Meeting System to be Implemented at the Shareholders' Meetings of Joint stock Companies" published in the Official Gazette dated 29 August 2012 no. 28396.
All shareholders in the List of Attendees to Shareholders' Meeting prepared by the Board of Directors based on Shareholders Chart formed according to dematerialized shares monitored by the Central Registry Agency are entitled to attend the meeting. Real person shareholders may attend by submitting their identity cards; representatives authorized to represent legal entity shareholders may attend with their identities. Those who will attend the General Meeting by proxy as representatives of real person or legal entity shareholders also have to submit their authorization documents.
Since the Shareholders Chart will be determined one day before the General Assembly date at 17:00 p.m., if the investors whose identities and information regarding the shares want to be in the Shareholders Chart, they need to apply to the intermediary firms that their accounts and identifications to be informed to the Company; and they need to remove the constraints, if any, one day before the General Assembly date at 16:30 at the latest.
Shareholders that will not be able to personally attend the meeting physically or by electronic means need to issue powers of attorney in accordance with the sample below or receive the sample power of attorney from our company's headquarters or our website www.banvitas.com and they need to submit their notarized powers of attorney by fulfilling the requirements under the provisions in the "Communiqué on Voting by Proxy and Proxy Solicitation" no II.30.1 of Capital Markets Board (CMB).
According to paragraph 4 of Article 415 of the Turkish Commercial Code no. 6102, and paragraph 1 of article 30 of the Capital Markets Law; the right to attend to the shareholders' meeting and to vote does not depend on the condition of storing the share certificates. Therefore, if our shareholders want to attend the Ordinary Shareholders' Meeting, they do not need to block their shares.
As required by the Corporate Governance Principles and relevant communiqués of the CMB, the agenda, the invitation of, and the sample power of attorney for, the Ordinary Shareholders' Meeting of our Company shall be submitted for the shareholders' review 21 days before the meeting on the Public Disclosure Platform, electronic general assembly system, at the company's headquarters located at Ömerli Mah. Ömerli Sok. No: 2/8A Bandırma Balıkesir, Turkey, and at company's website www.banvitas.com.
Pursuant to Law on Protection of Personal Data numbered 6698, the information note regarding the processed personal data may be accessed on our Company's website.
Respectfully submitted for the information of Shareholders.
BANVİT BANDIRMA VİTAMİNLİ YEM SANAYİ A.Ş. Board of Directors
TO: Presidency of
General Assembly of Shareholders of Banvit Bandırma Vitaminli Yem Sanayi A.Ş.
I, the undersigned, hereby appoint, delegate and empower
……………………………………………………………………………………………………………………… …., identified in details herein below, as my proxy fully authorized to represent me, vote and make proposals and sign the required documents on behalf of me, in line with my opinions cited below, in the Ordinary Shareholders' Meeting of our Company to be held at the address of Ömerli Mah. Ömerli Sok. No: 2/8A Bandırma, Balıkesir, Türkiye at 11:00 a.m. on Thursday, 22 May 2025.
Proxy's (*) :
Name & Surname / Title :
T.R. Identity No. / Tax Identity No., Trade Registry and Registry Number and MERSİS Number:
(*) For foreign national proxies, the equivalent information, if any, should be presented.
Scope of the power of representation should be determined by choosing one of the paragraphs (a), (b) or (c) for the following sections no. 1 and 2.
If the shareholder chooses paragraph (c), specifically for each topic of agenda, the instructions are given by marking one of the options (affirmative or negative vote) given beside the relevant topic of agenda of the shareholders' meeting, and if negative vote is marked, by stating the dissenting opinions requested to be inserted in the minutes of the shareholders' meeting.
| Agenda Topics (*) | Affirmative | Negative | Dissenting opinions |
|
|---|---|---|---|---|
| 1. | Commencement and the election of the Meeting Chairmanship. |
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| 2. | Reading and discussing the Activity Report of the Board of Directors for the fiscal year 2024.* |
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| 3. | Reading the summary of the Independent Audit Report for the fiscal year 2024.* |
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| 4. | Reading, discussing, and approving the Financial Statements for the fiscal year 2024.* |
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| 5. | Release of each member of the Board of Directors in relation to the activities of the Company in 2024. |
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| 6. | Discussing and resolving on the offer of the Board of Directors regarding the manner of use and distribution of the profits of 2024 in accordance with the Company's profit distribution policy. |
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| 7. | Informing the shareholders on (i) "Remuneration Policy for the members of the Board of Directors and the Senior Executives" and (ii) the total sum of the benefit provided to the members of the Board of Directors and the executive management in 2024. |
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| 8. | Determining the annual and/or monthly salaries of the Members of the Board of Directors. |
| 9. Presenting the member of the Board of Directors |
|
|---|---|
| elected as per Article 363 of Turkish Commercial | |
| Code due to the vacancy in the Board of Directors to | |
| the approval of the General Assembly. | |
| 10. Discussing and resolving on the proposal of the | |
| Board of Directors regarding the election of |
|
| independent audit institution. | |
| 11. Informing the shareholders about the donations | |
| made by the Company in the financial year 2024, and | |
| discussing and determining an upper limit for | |
| donations to be made in the financial year 2025. | |
| 12. Informing the shareholders about the collaterals, | |
| pledges, mortgages, and surety granted in favor of | |
| third parties and the income or benefits obtained in | |
| 2024 by the Company and its subsidiaries. | |
| 13. Informing the shareholders about the transactions | |
| conducted with the related parties in 2024. | |
| 14. Informing the shareholders on the transactions | |
| carried out in the year 2024 by the shareholders that | |
| have management control, the members of the | |
| Board of Directors, the senior executives, and their | |
| spouses and relatives related by blood or affinity up | |
| to the second degree. | |
| 15. Authorizing the Members of the Board of Directors as | |
| per the provisions of the Articles 395/1 and 396 of the | |
| Turkish Commercial Code. | |
| 16. Wishes and opinions. | |
| 17. Closing. | |
(*) Topics included in agenda of the Shareholders' meeting are listed one by one. If the minority has a separate draft motion, it is also separately stated for the sake of voting by proxy.
Insert the special instructions to be given by the shareholder to the proxy, if any.
T.R. Identity No./Tax No., Trade Registry / No. and MERSIS No.: Address:
(*) For foreign national proxies, the equivalent information, if any, should be presented.
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