Proxy Solicitation & Information Statement • Mar 26, 2025
Proxy Solicitation & Information Statement
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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.
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.
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, |
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| 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, |
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|---|---|---|---|
| 6 | Releasing each member of the board of directors for the operations and transactions of the Company during 2024, |
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| 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, |
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| 10 | Informing the general assembly about the donations and aids executed in 2024 |
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| 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, |
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| 12 | Informing about the share buyback transactions being conducted under the board of directors' resolution No. 4 dated 08.02.2023 |
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| 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), |
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| 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, |
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|---|---|---|---|
| 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, |
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| 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, |
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| 17 | Discussing and voting for authorizing the board of directors to establish special purpose vehicle(s) when required for above mentioned acquisitions, |
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| 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, |
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| 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:
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:
(**) 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
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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