Proxy Solicitation & Information Statement • Mar 28, 2025
Proxy Solicitation & Information Statement
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I hereby authorise and appoint as proxy _________________________________ who is introduced below in detail to represent me, to vote, to submit proposals and to sign necessary documents on behalf of me at Arçelik A.Ş.'s general assembly meeting scheduled to be held on 28.03.2025, Friday, at 09:30, at "Divan İstanbul Hotel, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli, İstanbul" in accordance with the following:
Proxy's (*); Name Surname/Commercial Title:
T.R. ID No/Tax ID, Commercial Registry and Number with MERSIS number: (*) Submitting equivalents of information referred for Proxies with foreign nationality is mandatory.
Scope of the power to represent must be determined by choosing either (a), (b) or (c) for the following sections numbered 1 and 2.
Regarding the Issues in Agenda of General Assembly;
a) Proxy shall be authorised to vote as per her/his own opinion.
b) Proxy shall be authorised to vote as per the proposals of the partnership management.
c) Proxy shall be authorised to cast vote as per the instructions given in the table.
Instructions:
In the event that the shareholder chooses (c) option, instructions specific to agenda items shall be given provided that one of the options given against the relevant agenda item of general assembly is checked (acceptance or refusal), or if refusal option is chosen, by specifying opposition note which is required to be written in moments of general assembly (if any).
| AGENDA OF ARÇELİK A.Ş.'s ORDINARY GENERAL ASSEMBLY MEETING |
Approval | Rejection | Counter Statement |
|
|---|---|---|---|---|
| 1. | Opening and Election of the Meeting Chairman, | |||
| 2. | Presentation, discussion, and approval of the 2024 Annual Report prepared by the Board of Directors, |
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| 3. | Presentation of the summary of the Independent Audit Report for the 2024, |
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| 4. | Presentation, discussion, and approval of the Financial Statements for the year 2024, |
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| 5. | Release of each member of the Board of Directors from their liability for the Company's activities for the year 2024, |
| 6. | Discussion and approval of the proposed changes to the Company's "Profit Distribution Policy" for the years 2025 and beyond, in accordance with Capital Markets Board regulations, |
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|---|---|---|---|
| 7. | Approval, approval with amendment, or rejection of the Board of Directors' proposal on the distribution of profits for the year 2024 and the distribution date, |
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| 8. | Approval, approval with amendment, or rejection of the proposal for the amendment of Article 6 of the Company's Articles of Association titled "Capital" regarding the increase of the registered capital ceiling and extension of its validity period, subject to the approval of the Capital Markets Board and the Ministry of Commerce, |
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| 9. | Information to shareholders about the existing buyback program, | ||
| 10. | Determining the number of the members of the Board of Directors and their terms of office, election of the members of the Board of Directors in accordance with the newly resolved number, and election of the Independent Board Members, |
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| 11. | Presentation to the shareholders and approval of the "Remuneration Policy for the members of the Board of Directors and the Senior Executives" and the payments made on that basis in accordance with the Corporate Governance Principles, |
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| 12. | Determining the annual gross salaries to be paid to the members of the Board of Directors, |
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| 13. | Approval of the selection of the Independent Audit Firm by the Board of Directors, in accordance with the Turkish Commercial Code, Capital Markets Board regulations, and the Public Oversight, Accounting, and Auditing Standards Authority regulations |
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| 14. | Within the scope of the Company's Donation and Sponsorship Policy, informing the shareholders on the donations made by the Company in 2024 and determining an upper limit for donations for the year 2025, |
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| 15. | Presentation to the shareholders of the collaterals, pledges, mortgages and sureties granted in favor of third parties in the year 2024 and of any benefits or income thereof in accordance with the Capital Markets Board regulations, |
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| 16. | Authorization of the shareholders that have management control, the members of the Board of Directors, the senior executives and their spouses and relatives related by blood or affinity up to the second degree as per the provisions of articles 395 and 396 of the Turkish Commercial Code and presentation to the shareholders of the transactions carried out thereof in the year 2024 pursuant to the Corporate Governance Communique of the Capital Markets Board, |
| 17. Information to shareholders about the Company's activities in 2024 regarding its transition plan to a low-carbon economy, |
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|---|---|---|
| 18. Wishes and observations. |
If minority has any draft resolution, it shall be separately specified to guarantee voting by proxy.
Special instruction for other issues which may arise in General Assembly and using minority rights in particular:
SPECIAL INSTRUCTIONS; If any, special instructions from shareholder to proxy shall be specified here.
B) Shareholder defines which shares to be represented by proxy by choosing one of the following options.
I certify that proxy shall represent my shares which are specified below in detail.
a) Array and serial:*
**If any, information regarding the group shall be used instead of number for shares which is followed from registrations.
I hereby certify that proxy shall represent all shares of mine in the list regarding the shareholders who can attend to general assembly organized by Merkezi Kayıt Kuruluşu A.Ş. the day before General Assembly.
T.R. ID No/Tax ID, Commercial Registry and Number with MERSIS number: Address:
(*) Submitting equivalents of information referred for shareholders with foreign nationality is mandatory.
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