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ARÇELİK A.Ş.

Proxy Solicitation & Information Statement Mar 3, 2025

5890_rns_2025-03-03_fc9a6695-a194-437f-b93a-73f3a6c1c9bb.pdf

Proxy Solicitation & Information Statement

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PROXY FORM FOR THE ORDINARY GENERAL ASSEMBLY MEETING

ARÇELİK A.Ş.

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.

A) SCOPE OF THE POWER TO REPRESENT

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,
3. Presentation of the summary of the Independent Audit Report for
the 2024,
4. Presentation, discussion, and approval of the Financial Statements
for the year 2024,
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,
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,
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,
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,
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,
12. Determining the annual gross salaries to be paid to the members
of the Board of Directors,
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
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,
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,
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,
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:

  • a) Proxy shall be authorised to vote as per her/his own opinion.
  • b) Proxy shall not be authorised to represent for these issues.
  • c) Proxy shall be authorised to cast vote as per the following special instructions.

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:*

  • b) Number/ Group:**
  • c) Quantity-Nominal value:
  • d) If multiple vote securities or not:
  • e) Whether shares are bearer shares or written in the name:*
  • f) Proportion of shareholder to possessed total shares/voting rights:
  • *The information about shares which are followed from registrations is not requested.

**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.

FULL NAME OR TITLE OF THE SHAREHOLDER(*)

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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