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GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş.

Proxy Solicitation & Information Statement Apr 30, 2025

10685_rns_2025-04-30_0417a684-b160-4502-93cf-e0bfe5967a5b.pdf

Proxy Solicitation & Information Statement

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POWER OF ATTORNEY

GÖLTAŞ GÖLLER BÖLGESİ ÇİMENTO SANAYİ VE TİCARET A.Ş. TO THE BOARD OF DIRECTORS

I hereby appoint .............................................................., whose details are provided below, as my proxy to represent me, vote, make proposals, and sign the necessary documents on my behalf in line with my views stated below at the Ordinary General Assembly Meeting of Göltaş Göller Bölgesi Çimento Sanayi ve Ticaret A.Ş. for the accounting period of 01.01.2024 – 31.12.2024, which will be held at "Bayıldım Cad. No:2, Swissotel The Bosphorus, Mimosa Hall (34357) Beşiktaş/Istanbul)" on Wednesday, 30 April 2025, at 15:00.

Proxy Holder (*):

Full Name / Trade Name:

Turkish ID No / Tax ID No, Trade Registry Number, and MERSIS Number:

(*) For foreign proxy holders, the submission of equivalent information, if available, is mandatory.

A) SCOPE OF REPRESENTATION AUTHORITY

The scope of the representation authority must be determined by selecting one of the options (a), (b), or (c) for each of the following sections 1 and 2.

1. Regarding the Items on the General Assembly Agenda:

a) The proxy is authorised to vote at their own discretion.

b) The proxy is authorised to vote in line with the proposals of the Company's management.

c) The proxy is authorised to vote in accordance with the instructions specified in the table below.

Instructions:

If option (c) is selected by the shareholder, specific instructions must be provided for each agenda item by marking one of the options (accept or reject) listed next to the relevant item on the general assembly agenda. In the event the "reject" option is selected, any dissenting opinion requested to be recorded in the minutes of the general assembly must also be stated.

Agenda Items (*) Accept Reject Statement of Dissent
1. Opening, formation of the meeting chairmanship, and a
moment of silence
2. Reading and discussion of the Board of Directors' Annual
Report for the accounting period of 01.01.2024 –
31.12.2024
3. Reading of the summary of the Independent Auditor's
Report for the accounting period of 01.01.2024 –
31.12.2024
4. Reading, discussion, and approval of the Balance Sheet
and Profit and Loss Accounts for the accounting period of
01.01.2024 –
31.12.2024
5. Discussion and resolution of the Board of Directors'
proposal regarding the distribution of profit for the 2024
financial year
6. Discussion and resolution on the release of the members
of the Board of Directors from liability for their activities
and transactions during the accounting period of 01.01.2024

31.12.2024
7. Discussion and resolution on the appointment of the
Independent Audit Firm selected by the Board of Directors
in
accordance
with
the
regulations
of
the
Turkish
Commercial Code, the Capital Markets Board, and the
Public Oversight, Accounting and Auditing Standards
Authority
8. Determination of the remuneration for the members of the
Board of Directors for the year 2025
9. Informing the shareholders about the donations and grants
made during the accounting period of 01.01.2024 –
31.12.2024 and discussion and resolution of the Board of
Directors' proposal on the upper limit for donations to be
made during the accounting period of 01.01.2025 –
31.12.2025
10. Resolution to authorise
the members of the Board of
Directors, in accordance with Articles 395 and 396 of the
Turkish Commercial Code, to conduct transactions that fall
within or outside the scope of the Company's business, either
in their own name or on behalf of others, and to
become
shareholders in companies engaged in such transactions
11. Informing the shareholders, within the framework of
Capital Markets Board regulations, about the guarantees,
pledges, and mortgages granted by the Company in favour
of third parties during the 2024 financial year, and the
income or benefits obtained therefrom
12.Closing.

(*) Each item on the General Assembly agenda shall be listed individually. If the minority has a separate draft resolution, this must also be specifically stated to enable proxy voting on such matters.

2. Specific instructions regarding other issues that may arise during the General Assembly meeting and particularly the exercise of minority rights:

a) The proxy is authorised to vote at their own discretion.

b) The proxy is not authorised to vote on these matters.

c) The proxy is authorised to vote in accordance with the specific instructions provided below.

SPECIAL INSTRUCTIONS: Any specific instructions to be given by the shareholder to the proxy, if any, shall be stated here.

B) The shareholder shall indicate the shares to be represented by the proxy by selecting one of the following options:

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

  • a) Type and series:*
  • b) Number/Group:**
  • c) Quantity Nominal value:
  • ç) Whether privileged in voting:
  • d) Bearer or registered:*

e) Proportion of total shares/voting rights held by the shareholder:

* This information is not required for dematerialised shares.

** For dematerialised shares, group information (if any) should be provided instead of share number.

2. I approve the representation by the proxy of all my shares listed in the list of shareholders eligible to attend the general assembly, which is prepared by the MKK one day prior to the general assembly date.

FULL NAME OR TRADE NAME OF THE SHAREHOLDER (*)

Turkish ID No / Tax ID No, Trade Registry Number, and MERSIS Number:

Address:

(*) For foreign shareholders, submission of the equivalent information, if available, is mandatory.

SIGNATURE:

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