AGM Information • Apr 30, 2025
AGM Information
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MLP SAĞLIK HİZMETLERİ A.Ş. General Assembly Information Document
In its meeting dated March 28, 2025, our Board of Directors resolved by majority of votes to hold the Annual Ordinary General Assembly Meeting for the year 2024, on April 30, 2025 Monday at 10:00 a.m. at the address "Liv Hospital Vadistanbul Ayazağa Mahallesi, Kemerburgaz Caddesi, Vadistanbul Park Etabı, 7F Blok Sarıyer, İstanbul" with the agenda below, to make the related announcements and to take all the necessary actions required by the Turkish Commercial Code, the Articles of Association as well as other related regulations to materialize and finalize the meeting.
Also within the framework of the measures announced by the Turkish Ministry of Trade, it was emphazised to advise that the shareholders to participate in the general assembly meetings electronically without participating in the physical environment and to remind that shareholders who want to participate in the general assembly electronically can vote with the Electronic General Assembly System.
Press advert for the invitation to our shareholders was published in the Turkish Trade Registry Gazette. Balance Sheet, Income Statement, Annual Report including Compliance Report Format (CRF) and Corporate Governance Information Form (CGIF), Dividend Distribution Proposal, as well as the report of the Independent External Auditor along with a General Assembly Meeting Information Document for the financial year 2024 will be available for the review of our shareholders at our headquarter office and our website at the adress of http://investor.mlpcare.com/en 21 days prior to the meeting.
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 website 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 December 24, 2013 and numbered 28861, until April 29, 2025 Tuesday. 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 Agency, our corporate website or our head office for more information, in order for them to perform their obligations stipulated in the Regulation regarding Electronic General Assemblies of Joint Stock Companies. In accordance with the Article 415 paragraph 4 of the Turkish Commercial Code Numbered 6102 and Article 30 paragraph 1 of the Capital Markets Law Numbered 6362, attendance to and voting at the General Assembly is not conditional upon the deposit of the shares. Therefore, if our shareholders would like to attend our General Assembly Meeting, there is no need to have their shares blocked.

There are no privileged shares among the shares representing the paid-in capital of our Company. The shareholders shall have one vote for each share they hold. The voting rights of the shareholders are provided in the table below:
| Shareholder | Share (TL) | Share (%) | Voting Share (%) |
|---|---|---|---|
| LIGHTYEAR HEALTHCARE B.V. | 72,130,551 | 37.76 | 37.76 |
| SANCAK İNŞ. TURİZM NAKL. VE | 31,943,689 | 16.72 | 16.72 |
| DIŞ TİC. A.Ş. | |||
| MUHARREM USTA | 18,677,778 | 9.78 | 9.78 |
| ADEM ELBAŞI | 6,225,925 | 3.26 | 3.26 |
| İZZET USTA | 2,490,370 | 1.30 | 1.30 |
| SALİHA USTA | 1,867,778 | 0.98 | 0.98 |
| NURGÜL DÜRÜSTKAN ELBAŞI | 1,867,778 | 0.98 | 0.98 |
| PUBLICLY TRADED | 55,808,333 | 29.22 | 29.22 |
| TOTAL | 191,012,202 | 100.00 | 100.00 |
MLP Sağlık Hizmetleri A.Ş. - Shareholding Structure:
While preparing the agenda of the 2024 Ordinary General Assembly Meeting which will be held on April 30, 2025 there has not been any written requests that the shareholders sent to the Investor Relations Unit in a written format to be included on the agenda. Likewise, shareholders, CMB or other government institutions, which are related to the Company, have not sent any agenda item requests to be added to the agenda.
Management and operational changes which have taken place in 2024 and are planned to take place in 2025 are announced to public through special case announcements through PDP and are available on the Company's website.
The Chairmanship Council that will chair the General Assembly Meeting will be established pursuant to the relevant regulations.
In line with the related regulations, authorization of the Board of Assembly to sign the Meeting Minutes and the List of Attendees will be voted.
Pursuant to the relevant regulations, Annual Report of Board of Directors for the year 2024 will be read out and discussed in the General Assembly Meeting and submitted for the approval of our Shareholders. The above mentioned report has been made available for the review of our Shareholders at the Company Head Office and our website.
Pursuant to the relevant regulations, the report of the Independent External Audit Company for the fiscal year 2024 will be read in the General Assembly Meeting. The above mentioned report has been made available for the review of our Shareholders at the Company headquarter and our website.
Pursuant to the relevant regulations, 2024 Financial Statements will be read, discussed in the General Assembly Meeting and submitted to approval of our Shareholders. The documents have been made available for review of our Shareholders at the Company Head Office and our website.
Pursuant to the relevant regulations, the acquittal of the members of the Board of Directors separately for their activities, procedures and accounts for the year 2024 will be submitted for the approval of the General Assembly.
As per the Board of Directors' resolution numbered 2025/17 and dated on March 28, 2025, It was unanimously decided:
In accordance with the CMB communiqué regarding the "Standards of External Independent Audit", the Board of Directors resolved to select DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of Deloitte Touche Tohmatsu Limited) as the independent auditor firm for the fiscal year 2025. This decision by the Board of Directors will be submitted for the approval of the General Assembly.
In the bulletin published by the CMB on December 20, 2024, it was decided to impose an administrative fine of 69,783 TRY on the Company. The decision regarding whether this fine will be recourse to the members of the Board of Directors, who are responsible for the Company's actions. This decision by the Board of Directors will be submitted for the approval of the General Assembly.
10. Informing the shareholders on the donations made by the Company in 2024 in accordance with the regulations laid down by the Capital Markets Board and Article 4 of the Company's
In accordance with the relevant regulations, the General Assembly will be informed about the donations made within the year 2024. Our Company has donated a consolidated amount of TL 6,102,222.24 in 2024.
As stated in the resolution of Board of Directors dated March 28, 2025, in accordance with the Article 4 of the Company's Articles of Association, a TL 37,500,000 ceiling for donations between January 01, 2025 and December 31, 2025, will be submitted for the approval of the General Assembly.
The shareholders will be informed about any income and benefits obtained by the Company granting collaterals, pledges and mortgages in favor of third persons.
According to the Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board; "In cases where shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree conduct a significant transaction with the corporation or subsidiaries thereof which may cause a conflict of interest, and/or conduct a transaction on behalf of themselves or a third party which is in the field of activity of the corporation or subsidiaries thereof, or become an unlimited shareholder to a corporation which operates in the same field of activity with the corporation or subsidiaries thereof, such transactions shall be included in the agenda as a separate item for providing detailed information at the general assembly meeting on the matter and recorded in the minutes of meeting." The General Assembly will be informed whether or not such a transaction took place in 2024.
As the performance of transactions by the members to the Board of Directors, under Article 395 of the TCC, titled "Prohibition of Transactions and Borrowing with Company" and Article 396, titled "Non-Competition," may only be possible with the approval of the General Assembly, the issuance of the authorization in question will be presented for approval of our shareholders in the General Assembly.
I/we hereby appoint .............................................................., further identified below, as my/our representative to represent me/us and vote, submit proposals and sign documents on my/our behalf, within the framework of the instructions below, at the annual general assembly meeting of MLP Sağlık Hizmetleri A.Ş., scheduled for 10:00 a.m. on April 30, 2025, Wednesday, at the address of "Liv Hospital Vadistanbul Ayazağa Mahallesi, Kemerburgaz Caddesi, Vadistanbul Park Etabı, 7F Blok Sarıyer, İstanbul".
Name, Surname / Commercial Title of the Proxy
....................................................................................................................................................... Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Proxy
.......................................................................................................................................................
(*) For foreign proxies equivalent of the required information must be provided
scope of representative authority.
a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is authorized to vote in accordance with the proposals of the Company management.
c) The Proxy is authorized to vote in accordance with the instructions below.
If the Shareholder chooses option (c) above, the Shareholder will provide instructions to the Proxy by indicating its vote on each agenda item and by also indicating its dissenting opinion, if any, for the agenda items voted against.
| Agenda Items | In | Against | Dissenting Opinion | |
|---|---|---|---|---|
| Favor | ||||
| 1. | Opening of the meeting and establishment of the | |||
| Board of the General Assembly, | ||||
| 2. | Authorization of the Board of the General | |||
| Assembly to sign the Meeting Minutes and the | ||||
| List of Attendees, | ||||
| 3. | Reading out and discussion of the Annual Report | |||
| of the Board of Directors for the year 2024, | ||||
| 4. | Reading out the report of the Independent Audit | |||
| Company for the fiscal year 2024, | ||||
| 5. | Reading out, discussion and approval of the | |||
| Financial Statements for the fiscal year 2024 | ||||
| prepared in accordance with the regulations of | ||||
| CMB, | ||||
| 6. | Acquittal of the members of the Board of | |||
| Directors separately regarding their operations | ||||
| and transactions in 2024, |
| 7. | Discussion and approval of the proposal of the | ||
|---|---|---|---|
| Board of Directors on profit distribution, | |||
| 8. | In accordance with Article 399 of Turkish | ||
| Commercial Code No. 6102, Article 24 of the | |||
| Company Articles of Association, and relevant | |||
| regulations of Capital Markets Law No. 6362, it | |||
| is proposed to submit to the approval of the | |||
| shareholders the appointment of DRT |
|||
| Independent Audit and Certified Public |
|||
| Accountant Financial Advisory Inc. as the |
|||
| Independent Auditor for the examination of the | |||
| Company Financial Statements and Reports for | |||
| the year 2025, as well as for the TSRS audits for | |||
| the years 2024 and 2025, | |||
| 9. | Discussion and decision regarding whether the | ||
| administrative fine imposed due to the failure to | |||
| disclose the Board of Directors' decision on the | |||
| issuance of Lease Certificates dated December | |||
| 12, 2022, to the public, will be recourse to the | |||
| members of the Company's Board of Directors | |||
| 10. | Informing the shareholders on the donations made | ||
| by the Company in 2024 in accordance with the |
|||
| regulations laid down by the Capital Markets | |||
| Board and Article 4 of the Company's Articles of | |||
| Association and discussion and approval of the | |||
| Board of Directors' proposal on the ceiling of | |||
| donations to be made in 2025, | |||
| 11. | According to the regulations laid down by the | ||
| Capital Markets Board, informing the |
|||
| shareholders on any income and benefits obtained | |||
| by the Company by granting collaterals, pledges | |||
| and mortgages in favor of third persons, | |||
| 12. | Informing the General Assembly of the |
||
| transactions, if any, within the context of Article | |||
| 1.3.6. of the Corporate Governance Communique | |||
| (II-17.1.) of the Capital Markets Board, | |||
| 13. | Authorization of the members of the Board of | ||
| Directors about the transactions and operations in | |||
| the context of the Articles 395 and 396 of the | |||
| Turkish Commercial Code, | |||
| 14. | Petitions and requests. |
(*) Agenda items for the General Assembly will be listed one by one. If the minority shareholders propose another draft resolution, this draft resolution will also be indicated here.
a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is not authorized to vote on these matters.
c) The Proxy is authorized to vote in accordance with the special instructions below.
SPECIAL INSTRUCTIONS; Special instructions to the Proxy, if any, will be indicated here.
………………………………………………………………………………………………………………………………………..
B) The Shareholder will indicate the shares it wishes the Proxy to represent by choosing one of the following.
c) Amount-Nominal Value of the Shares: …………………………………………………..
f) Ratio Against the Entire Number of Shares and Voting Rights of the Shareholder: …………………………………………………………………..............................................
* Not required for dematerialized shares.
** For dematerialized shares group information will be provided instead of number.
Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Shareholder:
………………………………………………………………………………………………………………………
……………….
Address of the Shareholder:
………………………………………………………………………………………………………………………
……………….
(*) For foreign shareholders equivalent of the required information must be provided
SIGNATURE SEAL / SIGNATURE
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