Pre-Annual General Meeting Information • May 9, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the fiscal year 2024 will be held on 18/04/2025 at 12:30 at Point Hotel Barbaros Silver Meeting Hall located at Esentepe, Yıldız Posta Street No: 29 Postcode: 34394 Sisli / Istanbul with the following agenda.
2024 Annual Report of the Board of Directors and the accompanying Corporate Governance Principles Compliance Report, Financial Statements for the year 2024, Independent Audit Report for the year 2024, Board of Directors' proposal for dividend distribution for the year 2024, and the Information Document containing the agenda items and the explanations required for compliance with the Capital Markets Board regulations will be made available for shareholders' review at the Company headquarters, on the Company's corporate website at https://www.tabgida.com.tr/, on the Public Disclosure Platform and on the Electronic General Assembly System of the Central Registry Agency within the legal period of three weeks prior to meeting.
Pursuant to Article 1527 of the Turkish Commercial Code No. 6102, our shareholders will be able to attend the General Assembly in person or participate and vote electronically.
The "Shareholders List" regarding the right holders and their representatives attending the meeting is taken from the Electronic General Assembly System before the meeting starts. The "List of Shareholders" is used for the formation of the list of attendees. The control of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or their representatives will be made through the aforementioned list.
Electronic participation in the meeting is only possible if the shareholders or their representatives have an Electronic Signature Certificate. For this reason, shareholders who will make Electronic General Assembly System transactions must first have an Electronic Signature Certificate and register with MKK's e-Investor: Investor Information Shareholders or their representatives who do not register with the Investor Information Center and do not have secure electronic signatures will not able to participate in the general assembly meeting electronically via EGAS.
Our shareholders or their proxies who wish to attend the meeting electronically must complete their transactions in accordance with the provisions of the "Regulation on General Assembly Meetings of Joint Stock Companies to be held electronically" published in the Official Gazette dated 28.08.2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be applied in the General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated 29.08.2012 and numbered 28396. Otherwise, it will not be possible for them to participate in the meeting electronically.
Shareholders who will not be able to attend the meeting in person, as well as shareholders who will participate electronically through the Electronic General Assembly System, are required to arrange their proxies in accordance with the attached sample (ANNEX-1), or to obtain the proxy form from our Company's head office located at Dikilitaş Mah. Emirhan Cad. No:109, Kat:2- 3,D:2-3 Beşiktaş / İstanbul or from our Company's website athttps://www.tabgida.com.tr/ and to comply with the provisions stipulated in the Communiqué on Voting by Proxy and Proxy Solicitation (II-30.1) published by the Capital Markets Board in the Official Gazette dated 24.12.2013 and numbered 28862. Proxies that do not comply with the mandatory sample provided on our website and are not notarized will not be accepted due to our legal liability. Provided that it complies with the principles set forth in the Communiqué, in the event that a proxy is appointed through the Electronic General Assembly System within the framework of the regulations of the Central Registry Agency, the attached power of attorney is not required to be used. Shareholders with voting rights may appoint a proxy through the Electronic General Assembly System or by having the signature on the proxy form issued physically approved.
Our shareholders who will participate in the General Assembly electronically through the Electronic General Assembly System can obtain information about the procedures and principles regarding participation, appointment of representatives, making proposals, expressing opinions and voting from the website of the Central Registry Agency at www.mkk.com.tr.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code (TCC) No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the right to attend and vote at the general assembly cannot be conditioned on the deposit of share certificates. Therefore, there is no need for our shareholders who will attend the general assembly to have their shares blocked at the Central Registry Agency (CRA).
However, our shareholders who do not want their identities and the information regarding the shares in their accounts to be notified to our Company and therefore such information cannot be seen by our Company, should apply to the intermediary institutions where their accounts are held and ensure that the "restriction" preventing the notification of their identities and the information regarding the shares in their accounts to our Company is removed at the latest one day before the date of the Ordinary General Assembly Meeting, if they wish to participate in the General Assembly Meeting. Our shareholders who do not ensure the removal of the restriction will not be able to participate in the Ordinary General Assembly Meeting of our Company.
Since the Ordinary General Assembly Meeting will be held electronically, our esteemed shareholders are kindly requested to be present at the meeting place before the meeting time in order for the meeting to start on time.
I hereby appoint .............................................................., who is introduced in detail below, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the views I have expressed below at the Ordinary General Assembly meeting of TAB GIDA SANAYİ VE TİCARET ANONİM ŞİRKETİ for the 2024 activity year, which will be held on 18/04/2025 at 12:30 at the Point Hotel Barbaros Silver Meeting Hall located at Esentepe, Yıldız Posta Street No: 29 Postcode: 34394 Sisli / Istanbul
Attorney(*);
Name Surname/Title of Trade:
TR Identity No/Tax No, Trade Registry and Number and MERSIS number:
(*) For foreign proxies, the equivalent of the aforementioned information, if any, must be submitted.
a) The proxy is authorized to vote in line with his/her 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 specified in the table below.
In the event that option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options given opposite the relevant general assembly agenda item (acceptance or rejection) and in case of selection of the rejection option, by indicating the annotation of dissent requested to be written in the minutes of the general assembly meeting, if any.
| Agenda Items (*) | Accepta | Red | Dissenting Opinion |
|---|---|---|---|
| nce | |||
| 1- Opening of the meeting, discussion and |
|||
| decision on election of the Chairman | |||
| Council, | |||
| 2- Reading, discussion and approval of the |
|||
| Board of Directors' Annual Report for | |||
| the 2024 activity year, | |||
| 3- Reading and discussion of the |
|||
| Independent Audit Report for the 2024 | |||
| activity year, |
| 4- Reading, discussion and approval of the Company's Financial Statements for the activity year 2024, |
|
|---|---|
| 5- Discussion and approval of the Board of Directors' proposal on distribution of profits for the activity year 2024, |
|
| 6- Discussion and resolution on the release of the members of the Board of Directors from liabilty with regards to the 2024 activity period, |
|
| 7- Determination of the fees of the Members of the Board of Directors and Independent Members of the Board of Directors, |
|
| 8- Discussion and decision on granting authority to the Members of the Board of Directors according to Articles 395 and 396 of the Turkish Commercial Code, |
|
| 9- Discussion and decision on the selection of the Independent Audit Firm for the 2025 Accounting Period in accordance with the Turkish Commercial Code and Capital Markets Board's regulations, |
|
| 10- Discussion and decision on the approval of the Independent Audit Firm selected by the Board of Directors for the purpose of conducting the assurance audit of the sustainability reports of our Company for the 2024 and 2025 accounting period and carrying out other activities within the framework of the relevant regulations, |
|
| 11- Informing the General Assembly about the donations and grants made by the Company in 2024 within the framework of the regulations of the Capital Markets Board and determining and resolving on the upper limit for donations to be made in 2025, |
|
| 12- Informing the General Assembly on any guarantees, pledges, mortgages and surety issued by the Company in favour of third parties in the year 2024 and the income or benefit obtained by the Company, in accordance with the Capital Markets Board's regulations, |
| 13- Informing the General Assembly within |
|
|---|---|
| the scope of principle Corporate |
|
| Governance Principles No. 1.3.6, | |
| 14- 2024 Accounting Period; informing the |
|
| shareholders about the transactions |
|
| made with "Related Parties" within the | |
| scope of the Capital Markets Board's | |
| regulations, | |
| 15- Informing Shareholders About the |
|
| Ongoing Share Buyback Program, | |
| 16- Wishes and closing. |
(*) The items on the General Assembly agenda are listed one by one. If the minority has a separate draft resolution, this is also stated separately to ensure proxy voting
2. Special instructions on other matters that may arise at the General Assembly meeting and in particular on the exercise of minority rights:
c) The proxy is authorized to vote in accordance with the following special instructions.
SPECIAL INSTRUCTIONS; Special instructions, if any, to be given by the shareholder to the proxy shall be specified here.
B) The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.
*This information is not requested for dematerialized shares.
**For dematerialized shares, information regarding the group, if any, will be given instead of the number.
2. I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can attend the general assembly prepared by CRA one day before the general assembly date.
TR Identity No/Tax No, Trade Registry and Number and MERSIS number: Address:
(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.
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