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TÜRK TELEKOMÜNİKASYON A.Ş.

Proxy Solicitation & Information Statement Mar 26, 2025

5965_rns_2025-03-26_913baa14-4a97-4081-9bf3-4448f93cdb06.pdf

Proxy Solicitation & Information Statement

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ORDINARY GENERAL ASSEMBLY MEETING OF THE YEAR 2024 PROXY SAMPLE

TO TÜRK TELEKOMÜNİKASYON A.Ş. GENERAL ASSEMBLY

I, the undersigned, hereby appoint, empower and delegate Mr./Mrs. […………………………………………..], as identified in details herein below, as my proxy holder fully authorized to represent me/us, and vote and make proposals and sign the necessary documents on behalf of me/us in accordance with the instructions given below, in the Ordinary General Assembly Meeting of Türk Telekomünikasyon A.Ş. for the year 2024 to be held on 25/04/2025 at 10:00, at the address of Türk Telekomünikasyon A.Ş. Genel Müdürlük Kültür Merkezi, Turgut Özal Bulvarı 06103 Aydınlıkevler/Ankara.

The Proxy Holder's (*):

Name & Surname / Trade Name:

TR ID Number / Tax ID Number, Trade Registry and Number and MERSIS Number:

(*) For foreign proxy holders the equivalents, if any, of such information should be provided.

A. SCOPE OF THE POWER OF REPRESENTATION:

Scope of the power of representation should be determined by choosing one of the options (a), (b) and (c) for the sections 1 and 2 herein below.

1. On the topics included in the agenda of the general assembly meeting:

  • a) Proxy holder is authorized to vote in line with his/her own opinions.
  • b) Proxy holder is authorized to vote in line with proposals of the corporation management.
  • c) Proxy holder is authorized to vote in line with proposals of the corporation management.

Instructions:

If the shareholder chooses the option (c), instructions on the relevant agenda topic are given by marking one of the options (acceptance or rejection) shown beside the relevant agenda topic and if the 'rejection' option is chosen, by stating the dissention requested to be included in the minutes of the general assembly meeting.

No Agenda Items (*) Accept Reject Dissention
1 Opening and election of the chairmanship committee,
2 Authorising the chairmanship committee to sign the minutes of
the general assembly meeting and the list of attendees,
3 Reading the board of directors annual report for the year 2024,
4 Reading the auditor's report for the year 2024,
5 Reading, discussing and approving the balance sheet and
profit/loss accounts for the year 2024,
6 Releasing each member of the board of directors for the
operations and transactions of the Company during 2024,
7 Defining the salaries of the members of the board of directors,
8 Resolving on the distribution of profit,
9 Election of the auditor in accordance with the Turkish
Commercial Code, Capital Markets Board and Public Oversight,
Accounting and Auditing Standards Authority regulations and
Article 17/A of the Company's Articles of Association,
10 Informing the general
assembly about the donations and aids
executed in 2024
11 Informing the general assembly about the guarantees, pledges
and mortgages given in favour of third parties and the revenues
or interests generated by the Company in 2024,
12 Informing
about
the
share
buyback
transactions
being
conducted under the board of directors' resolution No. 4 dated
08.02.2023
13 Informing the general assembly of the changes that have
material impact on the management and the activities of the
Company and its subsidiaries and that were realized within the
previous fiscal year or being planned for the following fiscal
year and of the reasons of such changes, pursuant to the of
Capital
Markets
Board
Corporate
Governance
Principle
No:1.3.1 (b),
14 Informing the general assembly of the transactions of the
controlling shareholders, the board of directors members, the
executives who are under administrative liability, their spouses
and their relatives by blood and marriage up to the second
degree that are performed within the year 2024
relating to
make a material transaction which may cause conflict of
interest for the Company or Company's subsidiaries and/or to
carry out works within or out of the scope of the Company's
operations on their own behalf or on behalf of others or to be
a unlimited partner to the companies operating in the same
kind of fields of activity in accordance with the Capital Markets
Board Corporate Governance Principle No:1.3.6,
15 Informing the general assembly regarding the "Remuneration
Policy" for the board of directors' members and the senior
executives in accordance with the Capital Markets Board
Corporate Governance Principle No:4.6.2,
16 Discussing and voting for authorizing the board of directors or
person(s) designated by the board of directors for company
acquisitions to be made by the Company or its subsidiaries until
the next ordinary general assembly meeting up to 125 Million
Euros which will be separately valid for each acquisition,
17 Discussing and voting for authorizing the board of directors to
establish special purpose vehicle(s) when required for above
mentioned acquisitions,
18 Resolving on giving permission to the members of the Board of
Directors for performing the works mentioned under article
395 and 396 of Turkish Commercial Code,
19 Comments and Closing.

(*) The agenda items that are provided for information purposes shall not be voted. If the minority proposes a separate draft decision, it is also given separately for the sake of voting by proxy holder.

2. Special instructions on other issues that may raise during the general assembly meeting and particularly regarding use of minority rights:

  • a) Proxy holder is authorized to vote in line with his/her own opinions.
  • b) Proxy holder is not authorized to represent on these issues.
  • c) Proxy holder is authorized to vote in line with the special instructions stated below.

SPECIAL INSTRUCTIONS: Special instructions, if any, of the shareholder to the proxy holder are stated herein.

Shareholder indicates the shares requested to be represented by the proxy holder by marking one of the following options.

1. I approve the representation by the proxy holder of my shares as detailed below
------------------------------------------------------------------------------------ --

(a) Rank and Serial:(*)

(b) Number / Group:(**)

(c) Quantity / Nominal Value:

(d) Whether privileged in voting or not:

  • (e) Registered/Bearer:*
  • (f) Ratio to total shares/voting rights held by shareholder:
  • (*) This information is not requested for dematerialized shares.

(**) Information on group, if any, rather than number will be given for dematerialized shares.

2. I approve the representation by the proxy holder of all of my shares shown in the list of shareholders eligible for attending the general assembly meeting, which is prepared by the Central Registry Agency one day before the date of general assembly meeting

SHAREHOLDER'S NAME & SURNAME or TITLE (*)

T.R. Identity No./Tax Identity No., Trade Registry and Number, and MERSIS Number:

Address:

(*) For foreign proxy holders, the equivalents, if any, of such information should be provided.

SIGNATURE

_______________

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