Pre-Annual General Meeting Information • May 5, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
Our Company's 2024 Shareholders General Assembly Meeting will be held to discuss and decide on the agenda items specified below on April 16, 2025, Wednesday at 10:00 am at the address of "Fatih Sultan Mehmet Mahallesi, Balkan Caddesi No:58 Buyaka E Blok 34771 Tepeüstü Ümraniye İstanbul".
Meeting agenda along with General Assembly Meeting Information Document will be available for the review of our shareholders at our Company offices, at the address of Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok 34771 Tepeüstü Ümraniye İstanbul, our website at www.adel.com.tr, at Public Disclosure Platform, Electronic General Assembly System and E-Company Platform, 21 days prior to the meeting.
Shareholders may attend the General Assembly Meeting in person or electronically, by themselves or by proxy. Since having a secure e-signature is a prerequisite for electronic attendance to the General Meeting, the shareholders or their representatives who will attend the meeting electronically through the Electronic General Assembly System ("EGKS") should have a secure e-signature and also be registered with the "e-Yatırımcı: Yatırımcı Bilgi Merkezi" of Merkezi Kayıt İstanbul A.S. The shareholders or their representatives who do not have secure e- signature or are not registered with the "e-Yatırımcı: Yatırımcı Bilgi Merkezi", will not be able to attend the meeting electronically through EGKS.
Our shareholders and their representatives, who attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of "Regulation Regarding the Electronic General Assembly of the Joint Stock Company" published on the Official Gazette dated 28 August 2012 and numbered 28395 and "Communiqué Regarding the Electronic General Assembly System to be Applied in the General Assembly Meeting of the Joint Stock Company" published on the Official Gazette dated 29 August 2012 and numbered 28396.
The shareholders attending the General Meeting in person, are requested to present their ID cards or Passports at the venue.
Our shareholders, who cannot physically attend the meeting, without prejudice to the obligations and rights of shareholders who will attend electronically, shall prepare their proxies in line with the template that is attached (APPENDIX-1) or published at our Company's website addressed www.adel.com.tr or available in the Headquarters of our Company. Shareholders shall submit their proxies including their notarized signatures, in accordance with the "Communiqué Regarding Proxy Voting and Call Based Proxy Meetings" numbered II-30.1 that became effective by being published at the Official Gazette dated 24.12.2013 and numbered 28861. A proxy that has been appointed electronically through Electronic General Assembly System is not required to submit a proxy document. Attendance to the General Assembly Meeting will not be possible with proxy documents that are not consistent with the attached sample document which is required by the Communiqué.
Our shareholders who will be voting through the Electronic General Assembly System may refer to the Central Registry Istanbul, http://www.mkk.com.tr, in order for them to perform their obligations stipulated in the Regulation regarding Electronic General Assemblies of Joint Stock Companies.
Pursuant to paragraph 4 Article 415 of Turkish Commercial Code number 6102 and paragraph 1 Article 30 of Capital Market Law the right to participate and cast votes in general assemblies is not subject to the condition of depositing share certificates. Accordingly, shareholders are not required to block their shares to attend the General Assembly.
Respectfully submitted to the attention of the Shareholders.
GİZLİ / CONFIDENTIAL
Opening and the establishment of the Board of Assembly;
Reading and discussion of the reports of the Board of Directors (Annual Report) for 2024;
Reading the Independent Audit Report for the fiscal year 2024,
Reading, discussing and approval of the Financial Statements for the year 2024 prepared in accordance with the Capital Market Legislation,
Acquittal of the Board of Directors separately regarding their activities in 2024;
Discussing of the profitability for the year 2024 and discussing and resolving the proposal of the Board of Directors regarding dividebd distribution prepared within the framework of the company's dividen distribution policy,
Appointment of the Board of Directors and determination of their term of office and fees
According to the Capital Markets Board's legislation, information to be given to the shareholders on any income and benefits obtained by granting collaterals, pledges, mortgages and guarantees in favor of third persons;
Approval of the Independent Audit Firm as selected by the Board of Directors, in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Board regulations and Public Oversight, Accounting and Auditing Standards Authority
Informing the General Assembly, on the transactions, if any, within the context of Article 1.3.6. of Annex-I of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board
Granting authority to Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code
Informing the General Assembly on the donations made by the Company in 2024
Requests, Opinions and Closing
In accordance with the opinions I have stated below, I appoint ……….., who is authorized to represent me, to vote, to make proposals and to sign the necessary documents, at the ordinary General Assembly Meeting of Adel Kalemcilik Ticaret ve Sanayi A.Ş. will be held on Wednesday, 16 April 2025, at 10:00 at Fatih Sultan Mehmet Mah. Balkan Cad. No:58 Buyaka E Blok 34771 Tepeüstü- Ümraniye / Istanbul/Türkiye.
The Attorney's(*): Name Surname/ Trade Name: TR ID Number: (*) Foreign attorneys should submit the equivalent information mentioned above.
The scope of representation power should be determined by choosing one of the options (a), (b) or (c) for the sections 1 and 2 given below.
| a) The attorney is authorized to vote in line with his / her own opinion. | □ |
|---|---|
| b) The attorney is authorized to vote in line with the suggestions of the partnership management | □ |
| c) The attorney is authorized to vote in line with the instructions in the table below | □ |
In the event that option (c) is chosen by the shareholder, instructions specific to the agenda item are given by marking one of the options given against the relevant general assembly agenda item (acceptance or rejection) and, if any, by stating the dissenting opinion, which is requested to be included in the minutes of the General Assembly.
| Agenda Items (*) | Accept | Reject | Dissenting Opinion |
|---|---|---|---|
| 1. Opening and the establishment of the Board of Assembly |
|||
| 2. Reading and discussion of the reports of the Board of Directors (Annual Report) for 2024 |
|||
| 3. Reading the Independent Audit Report for the fiscal year 2024 | |||
| 4. Reading, discussing and approval of the Financial Statements for the year 2024 prepared in accordance with the Capital Market Legislation, |
|||
| 5. Acquittal of the Board of Directors separately regarding their activities in 2024 |
| 6. Discussing of the profitability for the year 2024 and discussing and resolving the proposal of the Board of Directors regarding dividebd distribution prepared within the framework of the company's dividen distribution policy |
|
|---|---|
| 7.Appointment of the Board of Directors and determination of their term of office and fees |
|
| 8. According to the Capital Markets Board's legislation, information to be given to the shareholders on any income and benefits obtained by granting collaterals, pledges, mortgages and guarantees in favor of third persons |
|
| 9. Approval of the Independent Audit Firm as selected by the Board of Directors, in accordance with the provisions of the Turkish Commercial Code, the Capital Markets Board regulations and Public Oversight, Accounting and Auditing Standards Authority, |
|
| 10. Informing the General Assembly, on the transactions, if any, within the context of Article 1.3.6. of Annex-I of the Corporate Governance Communique (II-17.1.) of the of the Capital Markets Board |
|
| 11. Granting authority to Members of the Board of Directors according to Articles 395 and 396 of Turkish Commercial Code |
|
| 12. Informing the General Assembly on the donations made by the Company in 2024 |
|
| 13. Requests, Opinions and Closing |
(*) The matters included in the agenda of the General Assembly are listed one by one. If the minority has a separate draft resolution, this is also indicated separately to ensure voting by attorney. 2. Special instructions regarding other issues that may arise during the General Assembly meeting and especially
| the use of minority rights: | |
|---|---|
| a) The attorney is authorized to vote in line with his / her own opinion. | □ |
| b) The attorney is not authorized to represent in these matters. | □ |
| c) The attorney is authorized to vote in line with the following special instructions. | □ |
SPECIAL INSTRUCTIONS: If any special instructions, to be given by the shareholder to the attorney are stated here.
** For dematerialized shares, information about the group will be given instead of the number, if available
Full Name and Title: Address: Tax ID Number:
(*)For foreign shareholders, the aforementioned information, if any, must be submitted.
SIGNATURE
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.