Pre-Annual General Meeting Information • Apr 14, 2025
Pre-Annual General Meeting Information
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The Ordinary General Assembly Meeting of our Company for the year 2024 will be held on Wednesday, March 26, 2025 at 11:00 a.m. at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / Istanbul to discuss the following agenda.
The Financial Statements and Footnotes and Independent Audit Report for the fiscal year 2024 prepared in accordance with the CMB regulations, the proposal of the Board of Directors on the manner of utilization of the profit for the fiscal year 2024, the Annual Report of the Board of Directors and the attached Corporate Governance Principles Compliance Report, the text of the amendment to the Articles of Association and the agenda items and the information notes containing the necessary explanations for compliance with the Corporate Governance Principles will be made available for the review of the Honorable Shareholders at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / İstanbul, on the company website at www.inveo.com.tr/en/ and the Electronic General Assembly System of the Central Registry Agency will be made available for the review of Esteemed Shareholders.
Our shareholders who wish to attend the Ordinary General Assembly Meeting are required to fulfill the procedures announced to the public by the Central Registry Agency. 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 "Shareholders List" 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.
Our shareholders who will not be able to attend the meeting in person, provided that the rights and obligations of the shareholders who will participate electronically through the Electronic General Assembly System are reserved, should arrange their proxies in accordance with the attached sample or obtain the sample proxy form from our Company Headquarters or our Corporate website at www.inveo.com.tr/en/ and accordingly, they are required to fulfill the requirements stipulated in the "Communiqué on Voting by Proxy and Proxy Solicitation" numbered II-30.1, which entered into force upon publication in the Official Gazette dated 24.12.2013 and numbered 28861, and to submit their notarized proxy forms to the Company. It is not necessary for the proxy appointed electronically through the Electronic General Assembly System to submit a power of attorney document. Power of attorneys that are not in compliance with the attached power of attorney sample, which is required by the Communiqué, will not be accepted due to our legal liability.
Our Shareholders who will vote via Electronic General Assembly System are kindly requested to obtain information from the Central Registry Agency or Inveo Investor Relations in order to fulfill their obligations under the "Regulation on General Assembly Meetings to be held in Electronic Environment in Joint Stock Companies" of the Ministry of Trade.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law No. 6362, the right to attend and vote at the General Assembly Meeting cannot be conditioned on the deposit of share certificates. Accordingly, our shareholders who wish to attend the General Assembly Meeting are not required to have their shares blocked. It is necessary and sufficient for our shareholders who will attend the General Assembly Meeting in person to show their ID cards at the meeting.
In addition, if our shareholders, whose identity and information regarding the shares in their accounts are concealed and therefore cannot be seen by our Company, wish to participate in the General Assembly Meeting, they are required to apply to the intermediary institutions where their accounts are held and ensure that the restriction on the concealed identity and information regarding their shares is removed until 1 (one) day before the date of the General Assembly Meeting.
Without prejudice to the provisions on electronic voting, open voting by raising hands shall be used for voting on the agenda items at the General Assembly Meeting.
It is submitted for the information of Esteemed Shareholders.
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 Inveo Yatırım Holding AŞ for the year 2024 to be held at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / İstanbul on Wednesday, March 26, 2025 at 11:00 am.
Proxy's (*);
Name Surname/Trade Registry Name:
TR Identity Number/Tax Number, Trade Registry and Number and MERSIS number:
(*) For foreign proxies, it is mandatory to submit the equivalent of the aforementioned information, if any.
The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.
a) The proxy is authorized to vote in accordance 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.
If 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 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 (*) | Acceptance | Rejection | Dissenting Opinion |
|---|---|---|---|
| 1. Opening and formation of the meeting chairmanship |
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| 2. Reading, discussing and resolving on the Board of Directors' Annual Report for 2024 |
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| 3. Reading the summary of the |
| independent audit report for the fiscal year 2024 |
||
|---|---|---|
| 4. Reading, discussing and resolving on the Financial Statements prepared in accordance with the CMB regulations for the year 2024 |
||
| 5. Resolution on the amendment text regarding Article 7 of the Company's Articles of Association titled "Capital and Shares" |
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| 6. Release of the Members of the Board of Directors separately for the 2024 operating year |
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| 7. Resolution on the Board of Directors' proposal for dividend distribution for the fiscal year 2024 |
||
| 8. Giving information about the donations made by the Company in 2024 within the framework of the CMB legislation |
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| 9. Determining the upper limit for donations to be made in 2025 within the framework of CMB legislation |
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| 10. Determination of the number and terms of office of the members of the Board of Directors |
||
| 11. Election of the members of the Board of Directors |
||
| 12. Determination of |
| the monthly salaries of the Members of the Board of Directors and Independent Board Members |
||
|---|---|---|
| 13. Approval of the Independent Audit Firm selection made by the Board of Directors in accordance with the Turkish Commercial Code and Capital Markets Board regulations |
||
| 14. Authorizing the members of the Board of Directors for the transactions specified in Articles 395 and 396 of the Turkish Commercial Code |
||
| 15. In 2024, informing the shareholders about the guarantees, pledges, mortgages (GPM), given by the Company in favor of third parties and the income and benefits obtained |
||
| 16. Giving informations about the shareholders about the transactions within the scope of principle 1.3.6 of the CMB Corporate Governance Communiqué No. II 17.1, |
||
| 17. Giving information about the previous period Buy-Back Program carried out with the decision of the Board of Directors, |
||
| 18. 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.
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 following special instructions.
SPECIAL INSTRUCTIONS; If any, special instructions 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.
a) Order and series*:
b) Number/Group**:
c) Quantity-Nominal value:
ç) Whether there are voting privileges:
d) Wheter Bearer-Name written*:
e) Proportion of total shares/voting rights held by the shareholder:
*This information is not requested for shares monitored through the registry.
**For shares monitored through the registry, information related to the group, if available, will be provided instead of a number.
TR Identity Number/Tax Number, Trade Registry and Number and MERSIS number:
Address:
(*) For foreign shareholders, it is mandatory to submit the equivalent of the aforementioned information, if any.
SIGNATURE
| OLD PROVISIONS | NEW PROVISIONS | |
|---|---|---|
| CAPITAL AND SHARES | CAPITAL AND SHARES | |
| ARTICLE 7- | ARTICLE 7- | |
| The Company was established on 10/03/1998 as | The Company was established on 10/03/1998 as | |
| an investment trust with registered capital in | an investment trust with registered capital in | |
| accordance with the provisions of the Capital | accordance with the provisions of the Capital | |
| Markets Law. | Markets Law. | |
| With the approval of the Capital Markets Board | With the approval of the Capital Markets Board | |
| dated 28.05.2014 and numbered 16/506, the | dated 28.05.2014 and numbered 16/506, the | |
| Company's articles of association have been | Company's articles of association have been | |
| amended to remove the status of investment | amended to remove the status of investment | |
| trust. | trust. | |
| The | The | |
| authorized | authorized | |
| capital | capital | |
| ceiling | ceiling | |
| of | of | |
| the | the | |
| Company is TL 1,000,000,000 (One Billion). This | Company is TL 3,000,000,000 (Three Billion). This | |
| capital is divided into 1,000,000,000 (One Billion) | capital | |
| shares, each of which is worth TL 1 (one). The | is | |
| issued capital within the authorized capital ceiling | divided | |
| is TL 1,000,000,000 (one billion) and has been | into | |
| paid in accordance with the procedure specified in | 3,000,000,000 | |
| the | (Three | |
| Capital | Billion) shares, each of which is worth TL 1 (one). | |
| Markets | The issued capital within the authorized capital | |
| Law | ceiling is TL 1,000,000,000 (one billion) and has | |
| and | been paid in accordance with the procedure | |
| related | specified in the Capital Markets Law and related | |
| communiqués. | communiqués. | |
| The share groups representing the issued capital | The share groups representing the issued capital | |
| consist of (A) Group registered shares amounting | consist of (A) Group registered shares amounting | |
| to TL 1,000,000 for 1,000,000 shares and (B) | to TL 1,000,000 for 1,000,000 shares and (B) | |
| Group bearer shares amounting to TL 999,000,000 | Group bearer shares amounting to TL 999,000,000 | |
| for 999,000,000 shares. | for 999,000,000 shares. | |
| Shares representing the capital are monitored in | Shares representing the capital are monitored in | |
| dematerialized form within the framework of | dematerialized form within the framework of | |
| dematerialization principles. | dematerialization principles. | |
| Registered shares may be freely transferred. No | Registered shares may be freely transferred. No | |
| new shares may be issued unless the issued | new shares may be issued unless the issued | |
| shares are completely sold and their price is paid. | shares are completely sold and their price is paid. | |
| The amount of issued capital must be shown in | The amount of issued capital must be shown in | |
| the documents in which the title of the company | the documents in which the title of the company | |
| is used. | is used. | |
| In capital increases, new Group A shares shall be | In capital increases, new Group A shares shall be | |
| issued for Group A shares and new Group B | issued for Group A shares and new Group B | |
| shares shall be issued for Group B shares. | shares shall be issued for Group B shares. | |
| However, if the Board of Directors restricts the | However, if the Board of Directors restricts the | |
| shareholders' right to purchase new shares, all | shareholders' right to purchase new shares, all | |
| new shares to be issued shall be issued as Group B | new shares to be issued shall be issued as Group B | |
| shares. The authorized capital permission granted | shares. The authorized capital permission granted | |
| by the Capital Markets Board is valid for 2023- | by the Capital Markets Board is valid for 2024- | |
| 2027 (five years). At the end of 2027, even if the | 2028 (five years). At the end of 2028, even if the | |
| permitted capital ceiling has not been reached, in | permitted capital ceiling has not been reached, in |
| OLD PROVISIONS | NEW PROVISIONS |
|---|---|
| order for the Board of Directors to take a capital | order for the Board of Directors to take a capital |
| increase decision after 2027; it is obligatory to | increase decision after 2028; it is obligatory to |
| obtain authorization from the General Assembly | obtain authorization from the General Assembly |
| by obtaining permission from the Capital Markets | by obtaining permission from the Capital Markets |
| Board for the previously permitted ceiling or a | Board for the previously permitted ceiling or a |
| new ceiling amount. If the said authorization is | new ceiling amount. If the said authorization is |
| not obtained, no capital increase can be made by | not obtained, no capital increase can be made by |
| the board of directors' resolution. The board of | the board of directors' resolution. The board of |
| directors is authorized to increase the issued | directors is authorized to increase the issued |
| capital by issuing shares up to the registered | capital by issuing shares up to the registered |
| capital ceiling whenever it deems necessary in | capital ceiling whenever it deems necessary in |
| accordance with the provisions of the capital | accordance with the provisions of the capital |
| markets law and the relevant legislation between | markets law and the relevant legislation between |
| 2023 and 2027, and to take decisions on limiting | 2024 and 2028, and to take decisions on limiting |
| the shareholders' right to acquire new shares and | the shareholders' right to acquire new shares and |
| issuing privileged shares or shares above or below | issuing privileged shares or shares above or below |
| the nominal value. | the nominal value. |
| The power to restrict the right to acquire new | The power to restrict the right to acquire new |
| shares may not be exercised in a way to cause | shares may not be exercised in a way to cause |
| inequality among shareholders. | inequality among shareholders. |
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