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KAFEİN YAZILIM HİZMETLERİ TİCARET A.Ş.

Proxy Solicitation & Information Statement Apr 7, 2025

8812_rns_2025-04-07_babf885c-fb08-414e-9c3e-e773b260a6cc.pdf

Proxy Solicitation & Information Statement

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POWER OF ATTORNEY TO THE CHAIRMANSHIP OF THE BOARD OF DIRECTORS OF KAFEIN YAZILIM HIZMETLERI TICARET ANONIM SIRKETI

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) SCOPE OF THE REPRESENTATIVE AUTHORITY

The scope of the representative authority must be indicated by choosing one of the (a), (b) and (c) options for the following sections 1 and 2.

1.Concerning the Items on the Agenda of the General Assembly;

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
3. Reading, discussing, and approving the Independent Auditor's Summary Report
for the Financial Period of 2024
4. Reading, discussing, and approving the Financial Statements for the Financial
Period of 2024
5. The acquittal of the members of the Board of Directors separately for their
activities in 2024.
6. The discussion and resolution on the offer of the Board of Directors according
to the profit distribution plan of the Company
7. Selection of the Independent Audit Company for 2025 in accordance with the
Turkish Commercial Code and the regulations of the Capital Markets Board
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
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.
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
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.
13. Determination of the monthly remuneration of the members of the Board of
Directors
14. Informing the General Assembly about the transactions made with related
parties within the scope of the regulations of the Capital Markets Board.
15. Wishes and Opinions.

2. Special instructions for the other issues which may come to the agenda and, in particular, for the execution of minority rights:

  • a) The Proxy is authorized to vote according to his/her own opinion.
  • b) The Proxy is not authorized for these issues.
  • c) The Proxy is authorized to vote according to the special instructions given below.

SPECIAL INSTRUCTIONS: Special instructions to be given by the shareholder must be indicated in this section, if any.

B) By choosing one of the following, the shareholder must indicate the shares he/she desires to be represented by proxy.

1. I agree to the representation by proxy of the shares detailed below.

  • a) Issue and serial:*
  • b) No/Group:**
  • c) Nominal value per share:
  • d) Privilege status:
  • e) Registered or Bearer status:*
  • f) Ratio to the total amount of shares/voting rights of the shareholder:
  • *The foregoing is not required for the recorded shares.
  • **For the recorded shares, group information is required, if any, instead of number.

2. I hereby agree to the representation of all the shares that belong to me which are included in the list issued by MKK one day before the general assembly meeting showing the shareholders who may attend to the general assembly.

FULL NAME or TRADE NAME OF THE SHAREHOLDER (*):

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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