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KUZEY BORU A.Ş.

AGM Information May 14, 2025

9001_rns_2025-05-14_fdb68dc9-47df-4deb-ae73-e42bb58f0b0e.pdf

AGM Information

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KUZEY BORU A.Ş.

FROM THE PRESIDENCY OF THE BOARD OF DIRECTORS

INVITATION TO THE ORDINARY GENERAL BOARD MEETING DATED 14 MAY 2025

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,

  • Representatives of real and legal persons, identity documents and representation documents,
  • Representatives authorized through the Electronic General Board System must submit their identities.

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

TOPICS OF DAY KUZEY BORU ANONİM ŞİRKETİ'S ORDINARY GENERAL BOARD MEETING DATED 14 MAY 2025

    1. Opening and selection of the Meeting Chairmanship
    1. Reading and discussion of the Board of Directors' activity report for 2024
    1. Reading of the independent audit report for 2024
    1. Reading, discussion, and approval of the financial statements for 2024
    1. Individual acquittal of the Board of Directors members for their activities in 2024
    1. Discussion, acceptance, acceptance with amendments, or rejection of the Board of Directors' proposal regarding the profit distribution for 2024
    1. Determination of the number and terms of office of Board of Directors members, and election according to the determined number
    1. Determination and resolution of all financial rights such as fees and attendance fees for the Board of Directors members
    1. 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
    1. 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
    1. Providing information about donations and aids in 2024 and determining the upper limit for donations and aids for 2025
    1. Reading, discussion, and submission for approval of the Donation and Aid Policy proposed by the Board of Directors
    1. 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
    1. 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

LETTER OF ATTORNEY

KUZEY BORU A.Ş. TO THE PRESIDENCY OF THE 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.

Attorney's (*);

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.

A) Scope of Representation Authority

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).

1.About the Issues on the topıc of the General Assembly;

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.

Instructions:

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
2.
report for 2024
Reading and discussion of the Board of Directors' activity
3.
Reading of the independent audit report for 2024
4.
for 2024
Reading, discussion, and approval of the financial statements
5.
their activities in 2024
Individual acquittal of the Board of Directors members for
6. Discussion, acceptance, acceptance with amendments, or
rejection of the Board of Directors' proposal regarding the
profit distribution for 2024
7.
number
Determination of the number and terms of office of Board of
Directors members, and election according to the determined
8. Determination and resolution of all financial rights such as
fees and attendance fees for the Board of Directors members
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
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
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
13.
Commercial Code
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
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.

2. Special instructions regarding other issues that may arise at the General Board meeting and especially regarding the exercise of minority rights:

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.

1. I approve the representation of my shares detailed below by the proxy.

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.

SHAREHOLDER:

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:

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