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9150_rns_2025-04-23_26c4e930-b37e-486d-b395-a21c8ef7c827.pdf

AGM Information

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This announcement has been translated into English for informational purposes. In case of any discrepancy between the Turkish and the English versions of the announcement, the Turkish version shall prevail.

FROM THE BOARD OF DIRECTORS OF

QUA GRANITE HAYAL YAPI VE ÜRÜNLERİ SANAYİ ANONİM ŞİRKETİ

INVITATION TO THE ORDINARY GENERAL ASSEMBLY DATED 14 JUNE 2024

FOR THE ACCOUNTING PERIOD OF

1 JANUARY 2024 – 31 DECEMBER 2024

Our Company shall convene its Ordinary General Assembly on Wednesday, 16 April 2025 at 11:00 a.m. at Qlusive Hotel, Türkmen Mah. Gazi Beğendi Sok. No: 26, 09400 Kuşadası / Aydın in order to evaluate the activity results of the accounting period of 1 January 2024 – 31 December 2024 and to discuss and resolve on the agenda indicated hereinbelow.

The Financial Tables relating to the accounting period of 1 January 2024 – 31 December 2024, the Independent Audit Report issued in relation to such Financial Tables by the independent audit firm, Nevados Bağımsız Denetim A.Ş. and the Annual Report of the Board of Directors containing the Corporate Governance Compliance Report, Corporate Governance Information Form and the dividend distribution proposal of the Board of Directors, Sustainability Principles Compliance Report and Information Document and its annexes inclusive of the agenda items indicated below as well as the additional disclosures required for compliance with the Capital Markets Board's regulations shall be made available to the examination of Esteemed Shareholders at the Company's Headquarters, the corporate web site of the Company (www.qua.com.tr), which can be reached via the Company's official web site (www.yatirimci.qua.com.tr), the Public Disclosure Platform and the Electronic General Assembly System, at least three weeks prior to the meeting and within the applicable legal deadline.

Provided that the rights and obligations of our Shareholders, who shall attend the meeting electronically via the Electronic General Assembly System, are reserved, our Shareholders, who shall not be able to attend the meeting in person, are required to issue their proxy documents in accordance with the form set forth hereinbelow or to obtain the form of the proxy from the Company's headquarters or the Company's corporate web site (www.qua.com.tr), which can be reached via the Company's official web site (www.yatirimci.qua.com.tr) and submit to the Company their proxies bearing their notarized signatures upon fulfilling the relevant requirements under the "Communiqué No: II-30.1 on Voting by Proxy and Public Call for Collecting Proxies" published in the Official Gazette dated 24.12.2013 No: 28861 as well. Proxies appointed electronically via the Electronic General Assembly System are not required to submit a proxy document. Due to our legal liability, proxy documents which do not comply with the form stipulated under the aforementioned Communiqué and included hereinbelow shall under no circumstances be accepted.

Real person shareholders who shall be attending the meeting in person and the proxies appointed via the Electronic General Assembly System shall submit their identity documents, proxies of real person shareholders shall submit their proxy documents together with their identity documents and representatives of legal entity shareholders shall submit their proxy documents along with their identity documents.

Our shareholders who shall be attending the meeting electronically via the Electronic General Assembly System and their proxies may enter the corporate web site of the Central Registration Agency at www.mkk.com.tr for obtaining information on procedures and principles applicable to attendance, appointment of proxy, making proposals, declaring opinions and voting.

Pursuant to Article 415, paragraph 4 of the Turkish Commercial Code No: 6102 and Article 30, paragraph 1 of the Capital Markets Law, the rights to attend the General Assembly and vote are not conditional upon the depositing of shares. Within this framework, should they wish to attend the General Assembly, our Shareholders are not required to deposit their shares.

Provided that the rules governing electronic voting of the Agenda items shall be reserved, voting during the Ordinary General Assembly shall take place as open vote by show of hands.

Pursuant to the Law No: 6698 Regarding the Protection of Personal Data, you may find the detailed information on the processing of your personal data by the Company in the Privacy Notice for Protection of Personal Data Concerning Investor Relations Processes, which is disclosed to the public on https://sustainability.qua.com.tr/detail/kvkk-policy. In accordance with the provisions of the Capital Markets Law,

no additional notification via registered mail shall be made to the Shareholders for the registered shares that are traded at the stock exchange.

Respectfully submitted for the consideration of our Esteemed Shareholders.

QUA GRANITE HAYAL YAPI VE ÜRÜNLERİ SANAYİ TİCARET ANONİM ŞİRKETİ

Company's Headquarter adress: Cumhuriyet Mah. 1955 Sok. No:1/11 Efeler / Aydın / Türkiye Facility adress: Söke OSB Mah. 4. Sok. No:1 Söke /Aydın / Türkiye Branch address: Huzur Mah., Azerbaycan Cad., Skyland Sitesi B, No:4b, İç Kapı No:316, Sarıyer / İstanbul Registry and Registration Number: Aydın – 19157-Efeler Mersis No: 0460046761800013

AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF QUA GRANITE HAYAL YAPI VE ÜRÜNLERİ SANAYİ TİCARET A.Ş.

DATED 16 APRIL 2025 FOR THE ACCOUNTING PERIOD OF

1 JANURY 2024 – 31 DECEMBER 2024

  • 1. Opening and Election of the Meeting's Chairperson and authorization of the Meeting Chairmanship to sign the Minutes of the General Assembly Meeting, documents forming the basis of the minutes and other documents,
  • 2. Reading and discussion of the Annual Report prepared by the Company's Board of Directors for the accounting period of 2024,
  • 3. Reading of the Independent Audit Report Summary for the accounting period 2024,
  • 4. Reading, discussion and approval of the Financial Statements relating to the accounting period of 2024,
  • 5. Release of the Board of Directors' members separately and individually from their liabilities with respect to their activities within the Company's accounting period of 2024,
  • 6. Discussing, approval, approval via amending or refusal of the Board of Directors' proposal prepared within the framework of the Dividend Distribution Policy on the determination of the manner of utilization and distribution of the profit for the accounting period of 1 January 2024 – 31 December 2024, the applicable dividend distribution ratios and the date of dividend distribution,
  • 7. Presenting the assignment of the Board Members who were elected to serve due to vacancy in the board membership within the activity year, to the approval of General Assembly and Appointment of the new members of the Board of Directors and determination of their term of office,
  • 8. Determination of the salaries and other rights of Board of Directors' Members such as attendance fees, bonuses and premiums,
  • 9. Discussing and submitting for approval the Independent Audit Firm appointed by the Board of Directors as the Company's auditor in accordance with the Communiqué on Independent Auditing Standards in Capital Markets published by the Capital Markets Board and the Turkish Commercial Code No. 6102, for the fiscal period 01.01.2025 - 31.12.2025,
  • 10. Informing the shareholders on the donations made by the Company within the accounting period of 2024,
  • 11. Informing the shareholders about the transactions carried out with related parties during the activity year,
  • 12. Informing the shareholders on the securities, pledges, collaterals and mortgages granted to third parties within the accounting period of 1 Janury 2024 – 31 December 2024 in accordance with the Capital Markets Board regulations and the revenues or benefits obtained in connection therewith,
  • 13. Authorising the Shareholders holding management capacity, the Members of the Board of Directors, top managers and their spouses and relatives by blood and marriage up to the second degree within the framework of the articles 395th and 396th of Turkish Commercial Code No. 6102 and informing shareholders about transactions performed within the scope during 2024 as per the Corporate Governance Communiqué of Capital Markets Board,
  • 14. Wishes and requests.

PROXY

TO THE CHAIRMANSHIP OF THE GENERAL ASSEMBLY

QUA GRANITE HAYAL YAPI VE ÜRÜNLERİ SANAYİ TİCARET A.Ş.

The meeting of Qua Granıte Hayal Yapı ve Ürünleri Sanayi Ticaret Anonim Şirketi, in which I/we are a shareholder, will be held on Wednesday, April 16, 2025 at 11:00 a.m. at Qlusive Hotel, Türkmen Mah. Gazi Beğendi Sok. No: 26, 09400 Kuşadası / Aydın to be authorized to represent me/our Company, to vote, to make proposals and to sign the necessary documents in line with the opinions I/we have/we have expressed below for the resolution of the items on the agenda at the Ordinary General Assembly Meeting of the 2024 Activity Year to be held in Kuşadası/Aydın I/we appoint ........................................................................ as my/our proxy.

Attorney(*);

Name Surname / Trade Name:

T.R. Identity Number / Tax Number, Trade Registry and Number and Mersis Number:

(*) For foreign proxies, the equivalent of the aforementioned information, if any, must be submitted.

A) SCOPE OF THE AUTHORIZATION OF REPRESENTATION

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

1. Regarding the Matters on the Agenda of the General Assembly;

a) The proxy is authorized to vote in line with his/her own opinion for all agenda items.

b) The proxy is authorized to vote in line with the recommendations of the Company management.

c) The proxy is authorized to vote for the agenda items in line with the instructions below.

Instructions

If option (c) is selected by the shareholder, instructions specific to the agenda item shall be given by marking one of the options (acceptance or rejection) given opposite the relevant general assembly agenda item and, if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting.

Agenda Items (*) Accept Reject Statement of
Opposition
1. Opening and Election of the Meeting's Chairperson and
authorization of the Meeting Chairmanship to sign the
Minutes of the General Assembly Meeting, documents
forming the basis of the minutes and other documents
2. Reading and discussion of the Annual Report prepared
by the Company's Board of Directors for the accounting
period of 2024
3. Reading of the Independent Audit Report Summary for
the accounting period 2024
4. Reading, discussion and approval of the Financial
Statements relating to the accounting period of 2024
5. Release of the Board of Directors' members separately
and individually from their liabilities with respect to
their activities within the Company's accounting period
of 2024
6. Discussing, approval, approval via amending or refusal
of the Board of Directors' proposal prepared within the
framework of the Dividend Distribution Policy on the
determination
of
the
manner
of
utilization
and
distribution of the profit for the accounting period of 1
January 2024 – 31 December 2024, the applicable
dividend distribution ratios and the date of dividend
distribution
7. Presenting the assignment of the Board Members who
were elected to serve due to vacancy in the board
membership within the activity year, to the approval of
General
Assembly
and
Appointment
of
the
new
members of the Board of Directors and determination of
their term of office
8. Determination of the salaries and other rights of Board
of Directors' Members such as attendance fees, bonuses
and premiums
9. Discussing and submitting for approval the Independent
Audit Firm appointed by the Board of Directors as the
Company's auditor in accordance with the Communiqué
on Independent Auditing Standards in Capital Markets
published by the Capital Markets Board and the Turkish
Commercial Code No. 6102, for the fiscal period
01.01.2025 - 31.12.2025
10. Informing the shareholders on the donations made by the
Company within the accounting period of 2024
11. Informing the shareholders about the transactions
carried out with related parties during the activity year
12. Informing the shareholders on the securities, pledges,
collaterals and mortgages granted to third parties within
the accounting period of 1 Janury 2024 – 31 December
2024 in accordance with the Capital Markets Board
regulations and the revenues or benefits obtained in
connection therewith
13. Authorising the Shareholders holding management
capacity, the Members of the Board of Directors, top
managers and their spouses and relatives by blood and
marriage up to the second degree within the framework
of the articles 395th and 396th of Turkish Commercial
Code No. 6102 and informing shareholders about
transactions performed within the scope during 2024 as
per the Corporate Governance Communiqué of Capital
Markets Board
14. Wishes and requests

(*) 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 issues that may arise at the General Assembly meeting and in particular on the exercise of minority rights:

  • a) The proxy is authorized to vote in accordance with his/her own opinion.
  • b) The proxy is not authorized to represent in these matters.
  • c) The proxy is authorized to vote in accordance with the instructions below.

SPECIAL INSTRUCTIONS: Special instructions to be given to the proxy by the shareholder, if any, are stated here.

B) SHARE CERTIFICATES OWNED BY THE SHAREHOLDER

The shareholder indicates the shares he/she wants the proxy to represent by selecting one of the following options.

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

  • a) Order and Series: *
  • b) Number/Group: **
  • c) Number Nominal Value:
  • ç) Whether it has voting privileges:
  • d) Bearer-Nam written: *
  • e) Proportion of total shares/voting rights held by the shareholder:

*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 the Central Registry Agency (CRA) one day before the General Assembly.

SHAREHOLDERS

Name Surname / Trade Name (*):

T.R. Identity No / Tax No, Trade Registry and Number and Mersis Number:

Address:

SIGNATURE

(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.

NOTE:

  1. The signature on the power of attorney must be notarized. In case the power of attorney is not notarized, the notarized signature circular of the person giving the power of attorney shall be attached to the power of attorney.

  2. Our foreign shareholders are required to submit notarized Turkish translations of the power of attorney to be issued by them to our Company Headquarters.

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