AGM Information • Sep 27, 2024
AGM Information
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MLP SAĞLIK HİZMETLERİ A.Ş. General Assembly Information Document
In its meeting dated September 4, 2024, our Board of Directors resolved by majority of votes to hold the Extraordinary General Assembly Meeting, on September 27, 2024 Friday at 10:00 a.m. at the address "Liv Hospital Vadistanbul Ayazağa Mahallesi, Kemerburgaz Caddesi, Vadistanbul Park Etabı, 7F Blok Sarıyer, İstanbul" with the agenda below, to make the related announcements and to take all the necessary actions required by the Turkish Commercial Code, the Articles of Association as well as other related regulations to materialize and finalize the meeting.
Also within the framework of the measures announced by the Turkish Ministry of Trade, it was emphazised to advise that the shareholders to participate in the general assembly meetings electronically without participating in the physical environment and to remind that shareholders who want to participate in the general assembly electronically can vote with the Electronic General Assembly System.
Press advert for the invitation to our shareholders was published in the Turkish Trade Registry Gazette. Balance Sheet, Income Statement, Annual Report including Compliance Report Format (CRF) and Corporate Governance Information Form (CGIF), Dividend Distribution Proposal, as well as the report of the Independent External Auditor along with a General Assembly Meeting Information Document for the financial year 2023 will be available for the review of our shareholders at our headquarter office and our website at the adress of http://investor.mlpcare.com/en 21 days prior to the meeting.
Our shareholders, who cannot physically attend the meeting, without prejudice to the obligations and rights of shareholders who will attend electronically, shall prepare their proxies in line with the template that is attached (APPENDIX-1) or published at our website or available in the headquarters of our Company. Shareholders shall submit their proxies including their notarized signatures, in accordance with the "Communiqué Regarding Proxy Voting and Call Based Proxy Meetings" numbered II-30.1 that became effective by being published at the Official Gazette dated December 24, 2013 and numbered 28861, until September 26, 2024 Thursday. A proxy that has been appointed electronically through Electronic General Assembly System is not required to submit a proxy document. Attendance to the General Assembly Meeting will not be possible with proxy documents that are not consistent with the attached sample document which is required by the Communiqué. Our shareholders who will be voting through the Electronic General Assembly System may refer to the Central Registry Agency, our corporate website or our head office for more information, in order for them to perform their obligations stipulated in the Regulation regarding Electronic General Assemblies of Joint Stock Companies. In accordance with the Article 415 paragraph 4 of the Turkish Commercial Code Numbered 6102 and Article 30 paragraph 1 of the Capital Markets Law Numbered 6362, attendance to and voting at the General Assembly is not conditional upon the deposit of the shares. Therefore, if our shareholders would like to attend our General Assembly Meeting, there is no need to have their shares blocked.
There are no privileged shares among the shares representing the paid-in capital of our Company. The shareholders shall have one vote for each share they hold. The voting rights of the shareholders are provided in the table below:
| Shareholder | Share (TL) | Share (%) | Voting Share (%) |
|---|---|---|---|
| LIGHTYEAR HEALTHCARE B.V. | 72,130,551 | 34.67 | 34.67 |
| SANCAK İNŞ. TURİZM NAKL. VE | 31,943,689 | 15.35 | 15.35 |
| DIŞ TİC. A.Ş. | |||
| MUHARREM USTA | 18,677,778 | 8.98 | 8.98 |
| ADEM ELBAŞI | 6,225,925 | 2.99 | 2.99 |
| İZZET USTA | 2,490,370 | 1.20 | 1.20 |
| SALİHA USTA | 1,867,778 | 0.90 | 0.90 |
| NURGÜL DÜRÜSTKAN ELBAŞI | 1,867,778 | 0.90 | 0.90 |
| PUBLICLY TRADED | 72,833,333 | 35.01 | 35.01 |
| TOTAL | 208,037,202 | 100.00 | 100.00 |
MLP Sağlık Hizmetleri A.Ş. - Shareholding Structure:
While preparing the agenda of the Extraordinary General Assembly Meeting which will be held on September 27, 2024 there has not been any written requests that the shareholders sent to the Investor Relations Unit in a written format to be included on the agenda. Likewise, shareholders, CMB or other government institutions, which are related to the Company, have not sent any agenda item requests to be added to the agenda.
The Chairmanship Council that will chair the General Assembly Meeting will be established pursuant to the relevant regulations.
In line with the related regulations, authorization of the Board of Assembly to sign the Meeting Minutes and the List of Attendees will be voted.
The Capital Reduction Report prepared to reduce our company's issued capital from 208,037,202 TL to 191,012,202 TL by canceling 17,025,000 shares with a nominal value of 17,025,000 TL, corresponding to 8.18% of our repurchased issued capital, following capital reduction procedures that do not require any cash outflow, will be voted.
The reduction of our company's issued capital from 208,037,202 TL to 191,012,202 TL by canceling 17,025,000 shares with a nominal value of 17,025,000 TL, corresponding to 8.18% of our repurchased issued capital, following capital reduction procedures that do not require any cash outflow, will be voted.
I/we hereby appoint .............................................................., further identified below, as my/our representative to represent me/us and vote, submit proposals and sign documents on my/our behalf, within the framework of the instructions below, at the extraordinary general assembly meeting of MLP Sağlık Hizmetleri A.Ş., scheduled for 10:00 a.m. on September 27, 2024, Friday, at the address of "Liv Hospital Vadistanbul Ayazağa Mahallesi, Kemerburgaz Caddesi, Vadistanbul Park Etabı, 7F Blok Sarıyer, İstanbul".
Name, Surname / Commercial Title of the Proxy
....................................................................................................................................................... Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Proxy
.......................................................................................................................................................
(*) For foreign proxies equivalent of the required information must be provided
1.With Respect to the Agenda Items:
a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is authorized to vote in accordance with the proposals of the Company management.
c) The Proxy is authorized to vote in accordance with the instructions below.
If the Shareholder chooses option (c) above, the Shareholder will provide instructions to the Proxy by indicating its vote on each agenda item and by also indicating its dissenting opinion, if any, for the agenda items voted against.
| Agenda Items | In | Against | Dissenting Opinion | |
|---|---|---|---|---|
| Favor | ||||
| 1. | Opening of the meeting and establishment of the | |||
| Board of the General Assembly, | ||||
| 2. | Authorization of the Board of the General | |||
| Assembly to sign the Meeting Minutes and the | ||||
| List of Attendees, | ||||
| 3. | Discussion and resolving the Board of Directors' | |||
| prepared Capital Reduction Report regarding the | ||||
| reduction of the company's issued capital from | ||||
| 208,037,202 TL to 191,012,202 TL by the | ||||
| cancellation of repurchased shares | ||||
| 4. | Discussion and resolving the proposal to amend | |||
| the Articles of Association regarding the |
||||
| reduction of the company's issued capital from | ||||
| 208,037,202 TL to 191,012,202 TL by the | ||||
| cancellation of repurchased shares | ||||
| 5. | Petitions and requests. |
(*) Agenda items for the General Assembly will be listed one by one. If the minority shareholders propose another draft resolution, this draft resolution will also be indicated here.
a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is not authorized to vote on these matters.
c) The Proxy is authorized to vote in accordance with the special instructions below.
SPECIAL INSTRUCTIONS; Special instructions to the Proxy, if any, will be indicated here.
………………………………………………………………………………………………………………………………………..
B) The Shareholder will indicate the shares it wishes the Proxy to represent by choosing one of the following.
| 1. I approve the representation of the shares detailed below by the Proxy. |
|---|
| a) Series and Order:* ………………………………………………………………… |
| b) Number:** ………………………………………………………………… |
| c) Amount-Nominal Value of the Shares: ………………………………………………… |
| d) Information on any Privileges attached to the Shares: ………………………… |
e) Bearer or Registered:* ………………………………………………………………….........
f) Ratio Against the Entire Number of Shares and Voting Rights of the Shareholder:
…………………………………………………………………..............................................
* Not required for dematerialized shares.
** For dematerialized shares group information will be provided instead of number.
2. I approve the representation of all my shares indicated in the list of attendees to be prepared by the CRA one day prior to the General Assembly by the Proxy. NAME, SURNAME OR COMMERCIAL TITLE OF THE SHAREHOLDER (*)
.......................................................................................................................................................
Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Shareholder: ………………………………………………………………………………………………………………………
……………….
Address of the Shareholder:
………………………………………………………………………………………………………………………
……………….
(*) For foreign shareholders equivalent of the required information must be provided
SIGNATURE SEAL / SIGNATURE
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