Proxy Solicitation & Information Statement • Apr 7, 2025
Proxy Solicitation & Information Statement
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I hereby assign ………………......................................... ............................................., whose details are given below, to represent, vote, make proposal and sign the necessary papers on behalf of and according to the opinions given below by me during the 2024 Ordinary General Assembly Meeting to be held at 13:00 o'clock on 12.05.2025, at the Head Office of Kafein Yazilim Hizmetleri Ticaret A.S. which is situated at Çifte Havuzlar Mah. Eski Londra Asfaltı Cad. Kuluçka Mrk. A2 Blok No:151/1B İç Kapı No: B01 Esenler İstanbul.
The Proxy(*); Full Name/Trade Name: Turkish ID No/Tax No, Trade Registry Office and No, MERSIS No: (*) For foreigner proxies, the equivalent of the foregoing information must be provided, if available.
a) The Proxy is authorized to vote according to his/her own opinion.
b) The Proxy is authorized to vote according to the recommendations by the management of the partnership.
c) The Proxy is authorized to vote according to the instructions given in the below table.
Instructions: In case the shareholder chooses the option (c), the instructions for a relevant agenda item are practiced by choosing one of the options (affirmative or dissentive) corresponding to such item and, if the dissentive option is chosen, the dissenting opinion required to be specified on the general assembly report must be indicated.
| Agenda Items | Affirmative | Dissentive | Dissenting Opinion |
|
|---|---|---|---|---|
| 1. | Opening and selection of the Chairmanship of the Meeting | |||
| 2. | Reading, discussing, and approving the Activity Report of 2024 issued by the Board of Directors of the Company |
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| 3. | Reading, discussing, and approving the Independent Auditor's Summary Report for the Financial Period of 2024 |
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| 4. | Reading, discussing, and approving the Financial Statements for the Financial Period of 2024 |
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| 5. | The acquittal of the members of the Board of Directors separately for their activities in 2024. |
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| 6. | The discussion and resolution on the offer of the Board of Directors according to the profit distribution plan of the Company |
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| 7. | Selection of the Independent Audit Company for 2025 in accordance with the Turkish Commercial Code and the regulations of the Capital Markets Board |
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| 8. | Selection of the Independent Audit Company for 2025 and 2024 for the mandatory sustainability assurance audit reports to be prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public |
| Oversight, Accounting and Auditing Standards Authority ("KGK") | ||
|---|---|---|
| 9. Information to the Shareholders as Regards to the Payments Made to the Members of the Board of Directors and the Senior Management in 2024 as per Corporate Governance Rules |
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| 10. Information to the Shareholders as Regards to the Warrants, Pledges, Liens and Sureties Granted to Third Parties or Acquired Incomes and Benefits gained from the transaction during 2024 as per the Corporate Governance Rules. |
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| 11. Information to the Shareholders as Regards to the Donations Made in 2024 and the Determination of an Upper Limit for the Donations of 2025 |
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| 12. Granting Permit to the Controlling Shareholders, the Members of Board of Directors, Administrative Officers and Their Wives, Collateral Relatives and Relatives by Marriage as per Articles 395 and 396 of Turkish Code of Commerce, and Information to the Shareholders as Regards to the Transactions Carried Out during 2024 under the Corporate Governance Rule no. 1.3.6 of the Corporate Governance Communiqué by the Capital Markets Board. |
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| 13. Determination of the monthly remuneration of the members of the Board of Directors |
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| 14. Informing the General Assembly about the transactions made with related parties within the scope of the regulations of the Capital Markets Board. |
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| 15. Wishes and Opinions. |
SPECIAL INSTRUCTIONS: Special instructions to be given by the shareholder must be indicated in this section, if any.
Turkish ID No/Tax No, Trade Registry Office and No, MERSIS No: Address: (*) For foreigner shareholders, the equivalent of the foregoing information must be provided, if available.
SIGNATURE
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