AGM Information • May 14, 2025
AGM Information
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The Ordinary General Board of Directors Meeting of our Company for the 2024 operating year will be held on Wednesday, May 14, 2025, at 14:00, at the Company Headquarters at Kırımlı Organize Sanayi Bolgesi Mahallesi Mehmetçik Bulvarı No:2 Merkez/Aksaray, and the following topıc of the day items will be discussed.
Shareholders of our company will be able to attend the Ordinary General Board Meeting in person or through their representatives, either physically or electronically.
Participating in the meeting electronically; Central Registry Agency Inc. It will be held through the Electronic General Board System ("e-GKS") provided by ("MKK"). Shareholders who will transact on e-GKS must first register with MKK's Investor Information Center and also have a secure electronic signature or mobile signature. Shareholders or their representatives who wish to participate in the meeting electronically are required to comply with the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and the "On General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396. They must fulfill their obligations in accordance with the provisions of the "Communiqué on the Electronic General Board System to be Applied".
Shareholders who will attend the general Board electronically via the Electronic General Board System can obtain information about the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting from MKK's website (https://egk.mkk.com.tr). .
Participate physically in the General Board meeting;
• Identities of real person shareholders,
• Legal entity shareholders, identities and authorization documents of the persons authorized to represent and bind the legal entity,
They can participate by presenting and signing the list of those present.
Shareholders who will attend the meeting by proxy are required to fulfill the requirements set out in the Capital Markets Board's Communiqué on Proxy Voting and Proxy Collection No. II-30.1, and submit their notarized power of attorney in accordance with the example below. The power of attorney sample in question is also available at our Company headquarters and in the "Investor Relations" section of the Company's corporate website. Powers of attorney that do not comply with the sample power of attorney attached to the General Board Invitation Announcement, which is required by the Capital Markets Board within the framework of the above Communiqué, will not be accepted at the general assembly.
The proposal of the Board of Directors regarding the Management and Independent Auditing Firm Reports, Financial Statements and Profit Distribution of our Company for the 2024 Activity Year can be made at least three weeks before the General Board meeting date, from the Electronic General Board System, on the website Kuzeyboruyatirimciiliskileri.com and on the website www.kuzeyboru.com.tr. It will be accessible from the "Investor Relations" page and will also be available for inspection by the partners at the Company Headquarters.
At the Ordinary General Board Meeting, open voting by show of hands will be used, provided that the provisions of electronic voting are reserved for voting on the topıc of the day items.
All rights and stakeholders, as well as press and media organs, are invited to our General Board meeting.
It is submitted for the information of our esteemed shareholders. BOARD OF DIRECTORS
In line with the views I have stated below, you are welcome to represent me and vote at the 2024 Ordinary General Board Meeting of Kuzey Boru A.Ş., which will be held on Wednesday, May 14, 2025, at 14:00, at the address of Kırımlı Organize Sanayi Bolgesi Mahallesi Mehmetçik Bulvarı No:2 Merkez Aksaray Turkey. , authorized to make an offer and sign the necessary documents, as described in detail below. ……………………………………… I appoint ...... as my representative.
Name Surname/Trade Name:
T.R. Identity Number/Tax Number, Trade Registry and Number and MERSİS number:
(*) For foreign representatives, it is mandatory to submit equivalent information, if any.
For sections 1 and 2 given below, the scope of the representation authority must be determined by choosing one of the options (a), (b) or (c).
a) The proxy is authorized to vote in line with his own opinion.
b) The proxy is authorized to vote in line with the recommendations of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions set out in the table below.
If option (c) is selected by the shareholder, instructions specific to the topıc item are given by marking one of the options given opposite the relevant general Board topıc item (acceptance or rejection) and in case the rejection option is selected, the dissenting opinion requested to be written in the general Board minutes, if any, is given.
| Topıc of the day Articles (*) | Accept | Rejection Rejection |
Dissenting Comment |
|---|---|---|---|
| 1. Opening and selection of the Meeting Chairmanship |
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| 2. Reading and discussion of the Board of Directors' activity report for 2024 |
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| 3. Reading of the independent audit report for 2024 |
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| 4. Reading, discussion, and approval of the financial statements for 2024 |
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| 5. Individual acquittal of the Board of Directors members for their activities in 2024 |
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| 6. Discussion, acceptance, acceptance with amendments, or rejection of the Board of Directors' proposal regarding the profit distribution for 2024 |
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| 7. Determination of the number and terms of office of Board of Directors members, and election according to the determined number |
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| 8. Determination and resolution of all financial rights such as fees and attendance fees for the Board of Directors members |
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| 9. Approval of the selection of the Independent Audit Firm proposed by the Board of Directors for the fiscal year 2025 in accordance with the Communiqué on Independent Auditing Standards in Capital Markets published by the Capital Markets Board and the Turkish Commercial Code |
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| 10. Submission for approval of the Board of Directors' proposal regarding the selection of a Sustainability Auditor within the framework of the Turkish Commercial Code, Sustainability Audit Regulation, and related legislative regulations 11. Providing information about donations and aids in 2024 and |
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| determining the upper limit for donations and aids for 2025 | |||
| 12. Reading, discussion, and submission for approval of the Donation and Aid Policy proposed by the Board of Directors |
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| 13. Granting permission to shareholders holding management control, Board of Directors members, senior executives, and their spouses and relatives up to the second degree in accordance with Articles 395 and 396 of the Turkish Commercial Code |
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| 14. Providing information about guarantees, pledges, mortgages, and sureties given in favor of third parties in 2024 and the income and benefits obtained therefrom, as required by the Capital Markets Board regulations |
* There is no voting on informational items.
a) The proxy is authorized to vote in line with his own opinion.
b) The attorney is not authorized to represent on these matters.
c) The proxy is authorized to vote in accordance with the special instructions below.
Special Instructions; Special instructions, if any, to be given by the shareholder to the proxy are stated here.
B) The shareholder indicates the shares he wants the proxy to represent by choosing one of the options below.
a) Quantity-Nominal value:
b) Whether there is a voting privilege or not:
c) Ratio of shareholder to total shares/voting rights:
2. I approve the representation by proxy of all my shares in the list of shareholders who can attend the general board of directors prepared by MKK one day before the general board of dırectors day.
Name Surname/Trade Name (*):
TR Identity Number/Tax Number, Trade Registry and Number and MERSİS number:
Address:
(*) For foreign shareholders, it is mandatory to submit equivalent information, if any.
Signature:
Pursuant to the Capital Markets Board's ("CMB") Communiqué on Corporate Governance No. II-17.1, which came into force on January 3, 2014, additional disclosures related to the agenda items are provided below under the relevant agenda items, while other mandatory general disclosures are presented in this section for your information:
2.1. Information on the total number of shares and voting rights reflecting the partnership structure as of the date of disclosure, the number of shares and voting rights representing each privileged share group if there are privileged shares in the partnership capital, and the nature of the privileges.
The Company's registered capital ceiling is 1,500,000,000 TL, divided into 1,500,000,000 registered shares each with a nominal value of 1 TL. The Company's issued capital is 100,000,000 TL, divided into a total of 100,000,000 registered shares, consisting of 24,000,000 A Group shares and 76,000,000 B Group shares, each with a nominal value of 1 TL. As of the date this Information Document is announced, the total number of shares and voting rights reflecting our Company's shareholding structure is shown below:
| Name or Title | Share in Capital (TL) | Share in Capital (%) | Voting Rights Rate |
|---|---|---|---|
| (%) | |||
| Mustafa Topgaç | 30.400.000 | 30,4 | 35,1 |
| Bülent Karaman | 30.400.000 | 30,4 | 35,1 |
| Demet Karaman | 15.200.000 | 15,2 | 17,55 |
Table showing the shareholding structure:
| Public Part | 24.000.000 | 24 | 12,25 |
|---|---|---|---|
| TOTAL | 100.000.000 | 100 | 100 |
Article 10 of the Company's Articles of Association titled General Assembly specifies that each (A) Group share is granted 5 (five) voting rights to its owner or proxy at ordinary and extraordinary general meetings, thereby creating a voting privilege for (A) Group shareholders.
There are no significant management and activity changes that will affect our Company's activities.
2.3. If the agenda of the general assembly meeting includes dismissal, replacement, or election of board members; the reasons for dismissal and replacement, the resumes of candidates who have been proposed for board membership, the positions they have held in the last ten years and reasons for leaving, the nature and level of importance of their relationship with the partnership and its related parties, whether they qualify as independent, and similar matters that may affect the partnership's activities if these individuals are elected as board members.
None.
2.4. Requests submitted in writing to the Investor Relations Department by the partnership shareholders to include items on the agenda, and in cases where the board of directors does not accept the shareholders' agenda proposals, the rejected proposals and the reasons for rejection.
There are no requests submitted in writing by the partnership shareholders to the Investor Relations Department to include items on the agenda.
2.5. If there is an amendment to the articles of association on the agenda, the old and new versions of the articles of association amendments along with the relevant board decision.
None.
In accordance with the provisions of the "Turkish Commercial Code" (TCC), the "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings" (Regulation), the election of the Chairperson who will manage the General Assembly Meeting will be conducted, and the Meeting Chairmanship will be formed by the Meeting Chairperson.
In accordance with the provisions of the TCC and Regulation and the Corporate Governance Principles (CGP) of the Capital Markets Board (CMB), the Board of Directors Activity Report for the fiscal period of 2024, which is made available for shareholders' review at the Company Headquarters, www.kap.org.tr, the Electronic General Assembly System (EGAS) at kuzeyboruyatirimciiliskileri.com, and the Company's corporate website at www.kuzeyboru.com.tr, will be read and presented for shareholders' opinions at the general assembly meeting.
The independent audit report for the 2024 period, prepared in accordance with the TCC and the regulations of the Capital Markets Board, which is made available for shareholders' review at the Company Headquarters, the Electronic General Assembly System, kuzeyboruyatirimciiliskileri.com, and the Company's corporate website at www.kuzeyboru.com.tr three weeks prior to the General Assembly meeting, will be read.
In accordance with the TCC, Regulation, and related regulations of the Capital Markets Law, information about our financial statements made available for shareholders' review at the Company Headquarters, the Electronic General Assembly System, kuzeyboruyatirimciiliskileri.com, and the Company's corporate website at www.kuzeyboru.com.tr three weeks prior to the General Assembly meeting will be presented for shareholders' opinions and approval.
In accordance with the provisions of the TCC and Regulation, the individual discharge of our Board of Directors members for their activities, transactions, and accounts for the year 2024 will be presented for the approval of the General Assembly.
The proposal of the Board of Directors regarding profit distribution for the fiscal period of 2024, prepared by our Company, will be discussed and presented for shareholders' approval at the General Assembly. The explanation of the Board of Directors' Profit Distribution Table proposal is included in Annex-1.
In accordance with the Corporate Governance Communiqué of the CMB, the election of Board of Directors members, determination of the number and term of office of the Board of Directors members, and election according to the determined number of members will be conducted. The Independence Declarations and resumes of the Independent Board of Directors members are included in Annex-2.
The rights such as Attendance Fees, Bonuses, and Premiums for the Board of Directors members will be determined and presented for the approval of the General Assembly.
Our Board of Directors has decided to propose to the General Assembly the selection of Rehber Independent Audit and Certified Public Accountancy Co. Ltd. to conduct the audit of the financial reports for the fiscal period of 2025 and to carry out other activities within the scope of the relevant regulations under these laws. This proposal will be presented for shareholders' approval at the General Assembly.
The proposal of our Board of Directors regarding the selection of SG Certified Public Accountancy and Independent Audit Co. Ltd. to carry out assurance audit activities for the sustainability report for the year 2025, prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority, and other selected information related to sustainability, will be presented for shareholders' opinions and approval at the General Assembly.
In accordance with the Corporate Governance Communiqué (II-19.1) and the Profit Distribution Communiqué's 6th article and Corporate Governance Principle numbered 1.3.10, information regarding donations for the year 2024 will be provided to shareholders at the general assembly meeting. The upper limit for donations and aids for the year 2025, determined by our Board of Directors in accordance with the provisions and principles in the Profit Distribution Communiqué and the Articles of Association, and considering future needs, will be presented for shareholders' approval at the General Assembly.
The Donation and Aid Policy (Annex-3), made available for shareholders' review at the Company Headquarters, the Electronic General Assembly System, kuzeyboruyatirimciiliskileri.com, and the Company's corporate website at www.kuzeyboru.com.tr three weeks prior to the General Assembly meeting, will be read and presented for shareholders' opinions and approval.
The ability of our Board of Directors members to conduct transactions within the framework of article 395 titled "Prohibition of Transactions with the Company and Borrowing from the Company" and article 396 titled "Prohibition of Competition" of the TCC is only possible with the approval of the General Assembly. In accordance with the mandatory Corporate Governance Principle numbered 1.3.6 of the CMB, if shareholders holding management control, Board of Directors members, executives with administrative responsibility, and their spouses and relatives up to the second degree by blood and marriage conduct a significant transaction that may lead to a conflict of interest with our Company or its subsidiaries and/or engage in a commercial transaction of the type that falls within the business scope of our Company or its subsidiaries for their own or another's account, or enter a partnership with unlimited liability in another partnership dealing with the same type of commercial business, these transactions are included as a separate agenda item in the general assembly agenda to provide detailed information on the subject to the General Assembly and are recorded in the General Assembly minutes. In accordance with these regulations, the granting of this permission will be presented for shareholders' approval at the General Assembly; additionally, shareholders will be informed that no transactions were conducted within the scope of the Corporate Governance Communiqué's principle numbered 1.3.6 during the year 2024.
In accordance with article 12 of the "Corporate Governance Communiqué" numbered II-17.1 of the CMB, shareholders will be informed that no guarantees, pledges, mortgages, or sureties were given in favor of third parties by our Company in 2024, and no income or benefits were obtained.
Annex-1: 2024 Profit Distribution Table
Annex-2: Independence Declarations and Resumes of Independent Members
Annex-3: Donation and Aid Policy
| Kuzey Boru A.Ş. 2024 Profit Distribution Table (TL) | |||
|---|---|---|---|
| 1. Paid/Issued Capital: |
100,000,000.00 | ||
| 2. | General Legal Reserve (According to Legal Records): | 16,038,414.33 | |
| Information on privileges in profit distribution, if any, according to the articles of association: |
- | ||
| According to CMB | According to Legal Records (LR) |
||
| 3. | Profit for the Period | 503,163,599.00 | 628,729,556.34 |
| 4. | Taxes (-) | 145,259,966.00 | 13,659,622.25 |
| 5. | Net Profit for the Period (=) | 648,423,565.00 | 615,069,934.09 |
| 6. | Previous Years' Losses (-) | - | - |
| 7. | General Legal Reserve (-) | 3,961,585.67 | 3,961,585.67 |
| 8. | NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) |
644,461,979.33 | 611,108,348.42 |
| 9. | Donations Made During the Year (+) | 0,00 | |
| 10. | Net Distributable Profit for the Period Including Donations |
644,461,979.33 | |
| 11. | First Dividend to Shareholders | 128,892,395.87 | |
| - Cash |
128,892,395.87 | ||
| - Bonus Shares |
- | ||
| 12. | Distributed Profit to Privileged Shareholders |
- | |
| 13. | Other Distributed Dividends - To Board Members, - Employees, - Non-Shareholders |
- | |
| 14. | Distributed Dividend to Holders of Profit Sharing Certificates |
- | |
| 15. | Second Dividend to Shareholders | - | |
| 16. | General Legal Reserve (-) | 12,389,239.59 | 12,389,239.59 |
| 17. | Status Reserves | - | - |
| 18. | Special Reserves | - | - |
| 19. | EXTRAORDINARY RESERVE | 503,180,343.88 | 469,826,712.97 |
| 20. | Other Resources Planned to be Distributed | - | - |
| DIVIDEND RATES TABLE | ||||||
|---|---|---|---|---|---|---|
| GROUP | TOTAL DISTRIBUTED DIVIDEND | TOTAL DISTRIBUTED DIVIDEND/NET DISTRIBUTABLE PROFIT FOR THE PERIOD |
DIVIDEND PER SHARE WITH 1 TL NOMINAL VALUE |
|||
| CASH (TL) | BONUS (TL) | RATE (%) | AMOUNT (TL) |
RATE (%) | ||
| A | 26,294,048.76 | 0 | 4.08% | 1.0955853 | 1.095585 | |
| NET | B | 83,264,487.73 | 0 | 12.92% | 1.0955853 | 1.095585 |
| TOTAL | 109,558,536.49 | 0 | 17.00% | 1.0955853 | 1.095585 |
(*)The calculation of the distributed net dividend has been made by applying a 15% withholding tax rate, assuming that all publicly traded shares are owned by fully liable real persons. The per-share information has been calculated by applying withholding tax. Accordingly, the gross dividend amount per share with a nominal value of 1 TL is determined as 1.2889239 TL, while the net amount is 1.095585 TL.
Under the provisions of the Capital Markets Board's Communiqué No: II, Series: 14.1, financial statements prepared based on Turkish Financial Reporting Standards (TFRS) show a net period profit of 648,423,565.00 TL, while our financial statements prepared under the Tax Procedure Law show a net period profit of 615,069,934.09 TL. Pursuant to Article 13 of our Company's Articles of Association;
It has been decided to allocate 3,961,585.67 TL from the net period profit as general legal reserves in accordance with the limits and rates specified in Article 519 of the Turkish Commercial Code, and to determine the Net Distributable Period Profit base as 644,461,979.33 TL since no donations were made during the year. Accordingly:
a- To distribute as "first dividend to shareholders" a gross amount of 128,892,395.87 TL, corresponding to 20% in accordance with the Turkish Commercial Code and capital market legislation within the framework of the company's profit distribution policy,
b- To pay a cash dividend at a gross rate of 20% per share with a nominal value of 1 TL, and to pay our fully liable real person shareholders and limited liable real and legal person shareholders the net rate after deducting the withholding tax rates specified in the tax laws,
c- To allocate 12,389,239.59 TL, which is 10% of the amount obtained after deducting a dividend corresponding to 5% of the capital from the portion decided to be distributed to shareholders, as general legal reserves in accordance with the second paragraph of Article 519 of the Turkish Commercial Code,
d- To transfer the undistributed profits amounting to 503,180,343.88 TL prepared based on TFRS to the "Retained Earnings and Losses" account, and to transfer the undistributed profits amounting to 469,826,712.97 TL under tax legislation to the "Retained Earnings and Losses" account,
e- To start the payment of the first dividend on 24.06.2025 and to distribute it in cash,
f- To authorize the Board of Directors regarding the execution of tasks and transactions related to profit distribution, and to present these matters for the approval of our shareholders at the company's Ordinary General Assembly Meeting.
I am a candidate to serve as an "independent member" on the Board of Directors of KUZEY BORU A.Ş ("Company"), within the scope of the legislation, articles of association and the criteria determined in the Corporate Governance Communiqué of the Capital Markets Board, and I declare that I comply with the independence criteria specified below within the scope of Article 4.3.6 of the Annex to the Corporate Governance Communiqué No. II-17.1. In this context;
a) In the last five years, I myself, my spouse or my up to the second degree blood or affinity relatives are not or have not been; employed by as a key management personnel with significant duties and responsibilities; have not had ordinary or privileged shareholding exceeding 5% either jointly or solely by myself; or have not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders with management control of the Company or having material effect over the Company and ali entities controlled by those shareholders,
b) In the last five years, I have not been employed by as an executive haıving significant duties and responsibilities or have not been a member of the board or have not been a shareholder (with 5% stake or more) of an entity which has had a contractual relationship with the Company for purchase or sale of goods or services such as audit (including tax audit, legal audit, and internal audit) credit rating or consulting services during the terms in which the goods or services were provided,
c) I have relevant skills, knowledge and expertise in order to duly fulfill rny duties as an independent board member,
ç) I do not work/will not be working full-time at public institutions and organisations, except for the faculty membership provided that it is in compliance with the relevant legislation,
d) According to the Income Tax Law No. 193 dated 31/12/1960, I am a resident in Turkey.,
e) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
f) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibllities,
g) I have not served as a member of the Board of the Company far more than six years within last ten years,
ğ) I am not/will not be an independent board member in more than three of the corporations controlled by the Company or its controlllng shareholders, and in more than five corporations listed on Borsa İstanbul in total,
h) I am not registered in the name of any legal entity elected asa Board member,.
I present to the Board of Directors, General Assembly, and all stakeholders.
Best regards Ahmet Koyun
I am a candidate to serve as an "independent member" on the Board of Directors of KUZEY BORU A.Ş ("Company"), within the scope of the legislation, articles of association and the criteria determined in the Corporate Governance Communiqué of the Capital Markets Board, and I declare that I comply with the independence criteria specified below within the scope of Article 4.3.6 of the Annex to the Corporate Governance Communiqué No. II-17.1. In this context;
a) In the last five years, I myself, my spouse or my up to the second degree blood or affinity relatives are not or have not been; employed by as a key management personnel with significant duties and responsibilities; have not had ordinary or privileged shareholding exceeding 5% either jointly or solely by myself; or have not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders with management control of the Company or having material effect over the Company and ali entities controlled by those shareholders,
b) In the last five years, I have not been employed by as an executive haıving significant duties and responsibilities or have not been a member of the board or have not been a shareholder (with 5% stake or more) of an entity which has had a contractual relationship with the Company for purchase or sale of goods or services such as audit (including tax audit, legal audit, and internal audit) credit rating or consulting services during the terms in which the goods or services were provided,
c) I have relevant skills, knowledge and expertise in order to duly fulfill rny duties as an independent board member,
ç) I do not work/will not be working full-time at public institutions and organisations, except for the faculty membership provided that it is in compliance with the relevant legislation,
d) According to the Income Tax Law No. 193 dated 31/12/1960, I am a resident in Turkey.,
e) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
f) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibllities,
g) I have not served as a member of the Board of the Company far more than six years within last ten years,
ğ) I am not/will not be an independent board member in more than three of the corporations controlled by the Company or its controlllng shareholders, and in more than five corporations listed on Borsa İstanbul in total,
h) I am not registered in the name of any legal entity elected asa Board member,.
I present to the Board of Directors, General Assembly, and all stakeholders.
Best regards Selim Erdoğan
I am a candidate to serve as an "independent member" on the Board of Directors of KUZEY BORU A.Ş ("Company"), within the scope of the legislation, articles of association and the criteria determined in the Corporate Governance Communiqué of the Capital Markets Board, and I declare that I comply with the independence criteria specified below within the scope of Article 4.3.6 of the Annex to the Corporate Governance Communiqué No. II-17.1. In this context;
a) In the last five years, I myself, my spouse or my up to the second degree blood or affinity relatives are not or have not been; employed by as a key management personnel with significant duties and responsibilities; have not had ordinary or privileged shareholding exceeding 5% either jointly or solely by myself; or have not been involved in any material business dealings with the Company, its subsidiaries and affiliates, or shareholders with management control of the Company or having material effect over the Company and ali entities controlled by those shareholders,
b) In the last five years, I have not been employed by as an executive haıving significant duties and responsibilities or have not been a member of the board or have not been a shareholder (with 5% stake or more) of an entity which has had a contractual relationship with the Company for purchase or sale of goods or services such as audit (including tax audit, legal audit, and internal audit) credit rating or consulting services during the terms in which the goods or services were provided,
c) I have relevant skills, knowledge and expertise in order to duly fulfill rny duties as an independent board member,
ç) I do not work/will not be working full-time at public institutions and organisations, except for the faculty membership provided that it is in compliance with the relevant legislation,
d) According to the Income Tax Law No. 193 dated 31/12/1960, I am a resident in Turkey.,
e) I am capable to contribute positively to the operations of the Company, to maintain my objectivity in conflicts of interests between the Company and the shareholders, to have strong ethical standards, professional reputation and experience to freely take decisions by considering the rights of the stakeholders,
f) I will dedicate enough time to follow up the activities of the Company and for the duly fulfillment of my responsibllities,
g) I have not served as a member of the Board of the Company far more than six years within last ten years,
ğ) I am not/will not be an independent board member in more than three of the corporations controlled by the Company or its controlllng shareholders, and in more than five corporations listed on Borsa İstanbul in total,
h) I am not registered in the name of any legal entity elected asa Board member,.
I present to the Board of Directors, General Assembly, and all stakeholders.
Best regards Ünsal Sözbir
| Educatıon | Name of Educational Institution | Start-End Date | |
|---|---|---|---|
| Yıldız Technical University, Institute of Science and | 1990-1995 | ||
| Doctorate | Technology, Mechanical Engineering | ||
| Master's | Yıldız Technical University, Institute of Science and | ||
| Degree | 1986-1988 Technology, Mechanical Engineering |
||
| Akdeniz University Faculty of Engineering Mechanical | 1979-1983 | ||
| Degree | Engineering |
| Duty | institution | Başlangıç ve Bitiş Tarihi |
|---|---|---|
| professor Doctor | Yıldız Technical University | 2009- Devam ediyor |
| Associate Professor | Yıldız Technical University | 2004 -2009 |
| Assistant Professor Doctor | Yıldız Technical University | 1998 -2004 |
| Research Assistant Dr. | Yıldız Technical University | 1995-1998 |
| Research Assistant | Yıldız Technical University | 1990 -1995 |
Marital Status: Married
Relationship with the Company: He has no relationship with the Company.
| Educatıon | Name of Educational Institution | Start-End Date |
|---|---|---|
| Master's | Istanbul Technical University Institute of Science and | 2005-2007 |
| Degree | Technology | |
| Degree | Ankara University Faculty of Political Sciences | 1990-1994 |
| Duty | institution | Start-End Date |
|---|---|---|
| Partner responsible for business development |
SMAYD Enerji Yönetimi Ltd. Şti | 2016-2019 |
| Investor Relations and Corporate Governance Directorate |
Park Elektrik A.Ş | 2007-2016 |
| Member of the Board of Directors Responsible for Internal Control and Risk Management |
Alan Yatırım Menkul Değerler A.Ş. | 2005-2007 |
| Inspectorship | Üniversal Menkul Değerler A.Ş. | 2003-2005 |
| Research Department Management and Inspection |
Yurt Menkul Değerler A.Ş. | 1999-2002 |
Marital Status: Married
Relationship with the Company: He has no relationship with the Company.
| Educatıon | Name of Educational Institution | Start-End Date |
|---|---|---|
| Degree | Istanbul University Faculty of Political Sciences Public administration |
1983-1987 |
| Duty | institution | Start-End Date |
|---|---|---|
| Independent Board |
||
| Member/Board | İttifak Holding | 2014-2019 |
| Chairman | ||
| General manager/ | Eksim Yatırım Holding | 1999-2012 |
| Board Member | ||
| Chief Deputy General | 1996-1999 | |
| Manager | Katılım Bankası | |
| Republic of Turkey Prime Ministry Treasury and | ||
| Assistant Auditor | Foreign Trade. Undersecretariat of Banks Sworn | 1987-1996 |
| Auditors Board |
Marital Status: Married
Relationship with the Company: He has no relationship with the Company.
The purpose of this Donation and Aid Policy (Policy) is to determine and regulate the principles regarding donations and aids that may be made by Kuzey Boru A.Ş. (Company) in accordance with the provisions of the Turkish Code of Obligations No. 6098 (TCO), the Turkish Commercial Code No. 6102 (TCC), and the Capital Markets Law No. 6362 (CML), as well as the Dividend Communiqué No. II-19.1, the Corporate Governance Communiqué No. II-17.1 (CGC), and the Corporate Governance Principles (CGP) included in its annex, along with the regulations of the Capital Markets Board (CMB or Board), and the principles and values of the Company.
The Company may make donations and aids to individuals, non-governmental organizations, associations, clubs, or foundations, universities, public institutions and organizations operating in the fields of education, culture, arts, environment, and sports, without being limited to those listed, within the framework of corporate social responsibility understanding. The Company conducts its donations and aids in compliance with the TCC, TCO, CML, CGC, CGP, and other relevant legislation, as well as the provisions of the Company's articles of association and the transfer regulations prescribed by the CMB.
The main purpose of the donations and aids that may be made by the Company is to fulfill social responsibilities, create awareness of social responsibility, meet social and community needs, contribute to the quality of life, and effectively direct corporate activities.
The amount or proportional limit of donations and aids to be made during the fiscal period is determined at the General Assembly. The Company presents all donations and aids made within each fiscal period to the shareholders at the General Assembly Meeting of the relevant year as a separate agenda item, in accordance with the principles of this Policy and the rules determined by the legislation to which it is subject.
Donations and aids to be made to real and legal persons, as well as their amounts, are determined in accordance with the relevant legislation, the limits set by the General Assembly, and the Policy, considering the Company's vision, mission, and policies, as well as the ethical principles and values belonging to the Company. Donations and aids can be made in cash and in kind.
Within the framework of the Capital Markets legislation, necessary special circumstance disclosures are made if the donations and aids made by the Company constitute at least 1% of the total assets of the last publicly disclosed balance sheet or if the total of donations and aids below 1% reach at least 1% of the total assets of the last publicly disclosed balance sheet.
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