AGM Information • Apr 8, 2025
AGM Information
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Dear shareholder,
The Annual Shareholders Meeting of our Company for the year 2024 will be held on Wednesday, April 03, 2025 at 10:00 am at the Company headquarters located at Maslak Mah., Eski Büyükdere Cad., Giz 2000 Plaza, No:7, K:14, D:55-56, Sarıyer, İstanbul and will convene to discuss the following agenda items.
Shareholders listed in the Shareholders List obtained through the Electronic General Assembly System ("EGAS") of the Merkezi Kayıt Kuruluşu A.Ş. ("MKK") on the day of the meeting may attend the meeting physically or electronically, either in person or by proxy. Shareholders who will attend general meetings in person or by proxy physically need to present their identification at the meeting.
In accordance with Article 1527 paragraph 4 of the Turkish Commercial Code No 6102, Our shareholders who wish to attend the General Assembly Meeting may attend the General Assembly Meeting electronically, in person or through their representatives.
Our shareholders who wish to attend the meeting electronically are required to fulfil their obligations in accordance with the provisions of the Regulation on General Assemblies of Joint Stock Companies to be Held Electronically and Communiqué on the Electronic General Assembly System to be applied in the General Assemblies of Joint Stock Companies. Otherwise, it will not be possible for them to attend the general assembly meeting. Those who wish to attend the General Assembly Meeting in person or electronically through their representatives are required to notify their preferences via EGAS provided by MKK until 1 (one) day prior to the date of the General Assembly Meeting. Those who wish to attend the General Assembly Meeting via EGAS in order to exercise their shareholding rights without any problems must have a "secure electronic signature" in order to directly attend the General Assembly Meeting via EGAS or to appoint a proxy, and must log in to the system with their secure electronic signature from 06:00 a.m. until 5 minutes before the meeting time on the meeting day. In addition, proxies who will attend the meeting via EGAS must also have a "secure electronic signature". According to Article 1526 of the Turkish Commercial Code, notifications to be made through EGAS on behalf of legal entity shareholders must be signed by the authorized signatory of the legal entity using a secure electronic signature generated in their own name on behalf of the company. Comprehensive and current information can be accessed through the MKK's official website at https://egk.mkk.com.tr.
Shareholders who will participate in meetings via proxy in person are required to have the power of attorney issued by a notary public for third parties, as exemplified below and on the Company's website, or to attach the signed declaration of signature made in the presence of a notary public to the power of attorney form and submit it to the General Assembly.
The proxy appointed electronically through the Electronic General Assembly System is not required to submit a power of attorney document. The proxy appointed through EGAS may attend the General Assembly Meeting physically or through EGAS. The proxy who will attend the meeting physically and by proxy, whether appointed by a notarised power of attorney or through EGAS, is obliged to show his/her ID card at the meeting. Power of attorneys that are not in compliance with the sample power of attorney required by the Communiqué and attached to this invitation announcement will not be accepted due to our legal liability.
Shareholders who register to attend the meeting via EGAS will not be able to physically attend the meeting. There is no difference in terms of the ability to exercise rights arising from shareholding between physical attendance and attendance through EGAS; all shareholder rights, such as live viewing of the meeting, participation in voting, asking questions, and submitting motions, can be exercised through EGAS.
The Financial Statements of the Company and the Independent Auditor's Report for the year 2024, the proposal of the Board of Directors regarding the use of the Company profit for the year 2024, the 2024 Annual Report of the Board of Directors and Information Form, within the legal timeframe, made available for the review of our shareholders, starting from three weeks prior to the meeting, at our Company headquarters, at our corporate website www.liderfilo.com.tr and the Electronic General Assembly Portal of the Merkezi Kayıt Kuruluşu A.Ş.
Dear Shareholders are kindly invited to attend the meeting on the above-mentioned day and time.
Sincerely,
İstanbul Chamber of Trade Registry Office Trade Register No: 744414-0
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 LDR Turizm A.Ş. for the year 2024, scheduled for 10:00 am on April 03, 2025 and to be held at the Company headquarters located at Maslak Mah., Eski Büyükdere Cad., Giz 2000 Plaza, No:7, K:14, D:55-56, Sarıyer / İstanbul.
Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Proxy
(*) For foreign proxies, equivalent of the required information must be provided
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.
| No | Agenda Items | In Favor | Against | Dissenting Opinion |
|---|---|---|---|---|
| 1 | Opening statement and appointment of the Meeting Chairman, authorising the Meeting Chairman to sign the minutes of the General Assembly Meeting and the list of attendees, |
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| 2 | Review and discussion of the Annual Activity Report of the Board of Directors relating to the year 2024, |
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| 3 | Review and discussion of the summary of the Independent Audit's Report relating to the year 2024, |
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| 4 | Review, discussion and approval of the Financial Statements relating to the year 2024, |
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| 5 | Release of each member of the Board of Directors with respect to the activities, transactions and accounts in 2024, |
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| 6 | Review and approval of the Board of Directors' proposal for the distribution of the 2024 profit, |
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| 7 | Determination and discussion of the salary, honorarium, bonus and similar financial rights of the Board of Directors during their term of office and reaching a decision on these matters, |
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| 8 | Approval of the selection of the Independent Audit firm in accordance with the Turkish Commercial Code and Capital Markets Legislations, |
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| 9 | Submission of information to the shareholders on donations made in 2024 and determination by the shareholders of a maximum ceiling for donations and charitable contributions to be made in 2025, |
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| 10 | Submission of information to the shareholders regarding the transactions executed under the share buy-back program, which was terminated on October 24, 2024. |
| 11 | Discussing and resolving on the issue of authorising the Board of Directors to decide on the distribution of advance dividend in the year 2025, in the event that there is a distributable profit for the period in accordance with the relevant legislation and the Company's articles of association |
|
|---|---|---|
| 12 | In accordance with the regulations of the Capital Markets Legislations, submission of information to the shareholders with respect to Security, Pledge, Mortgage and Surety provided by the Company for the benefit of third parties in 2024 and any income and benefits derived therefrom, |
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| 13 | Granting permissions to the shareholders who control the management, Members of the Board of Directors and senior executives and their spouses and relatives by blood and marriage up to second degree as per the Articles 395 and 396 of the Turkish Commercial Code, |
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| 14 | Submission of information to the shareholders with respect to transactions in Article 1.3.6 and 1.3.7 of the Capital Markets Board Corporate Governance Principles |
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| 15 | Requests and recommendations |
*There is no voting on information items.
(*)Special instructions to the Proxy, if any, will be indicated here
………………………………………………………………………………………………
*Not required for dematerialized shares.
**For dematerialized shares group information will be provided instead of number.
2. I approve the representation of all my shares indicated in the list of attendees to be prepared by the Merkezi Kayıt Kuruluşu A.Ş. one day prior to the General Assembly by the Proxy.
Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Shareholder: Adress:
(*) For foreign shareholders equivalent of the required information must be provided
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