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ALKİM KAĞIT SANAYİ VE TİCARET A.Ş.

Pre-Annual General Meeting Information Jul 30, 2024

8738_rns_2024-07-30_9be38873-3f3b-4871-88a5-c7920d783859.pdf

Pre-Annual General Meeting Information

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INFORMATION DOCUMENT FOR THE EXTRAORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON SEPTEMBER 4, 2024

The Extraordinary General Assembly Meeting, where the amendment of the Company's Articles of Association will be discussed, evaluated, and approved, will be held on Wednesday, September 4, 2024, at 11:00 at the Company's headquarters located at Kemalpaşa Organize Sanayi Bölgesi Kırovası Mevkii Kemalpaşa – İzmir. The agenda items will be discussed and decided upon.

In accordance with the provisions of the Turkish Commercial Code No. 6102 and the Capital Markets Law, our shareholders have the option to participate in general assemblies electronically and cast their votes. The Electronic General Assembly System allows shareholders to kondurt transactions electronically without blocking their shares, appoint representatives and provide voting instructions, follow the meeting held in physical form in real-time, view and listen to the meeting live from any location with internet access without physically attending, send their views and suggestions on the discussed agenda in real-time, cast their votes simultaneously with those physically present at the meeting once the voting on the relevant agenda begins, and receive instant information and notifications about all processes.

Shareholders who wish to attend the General Assembly Meeting must fulfill the procedures announced by the Central Registry Agency. To attend the General Assembly, shareholders must be listed in the 'Shareholders List' prepared by the Central Registry Agency. However, investors who do not wish to disclose their share information to the Company will not have their shares listed. The presence of individuals in the physical meeting room will be checked against the shareholders' list to confirm whether they are shareholders or representatives. Shareholders wishing to attend the Extraordinary General Assembly Meeting electronically must possess an electronic signature. They can obtain the necessary information regarding electronic attendance from the Central Registry Agency or from the website http://www.mkk.com.tr. Shareholders who cannot personally attend the meeting should arrange their proxies in accordance with the example below and submit their notarized proxies to our Company headquarters, fulfilling the requirements set forth by the Capital Markets Board. The name of the proxy appointed electronically must be included in the list obtained from the Central Registry Agency. A sample proxy form can be obtained from our Company headquarters or from the corporate website at http://www.alkimkagit.com.tr. During the voting on agenda items at the General Assembly Meeting, the open voting method by raising hands will be used, with electronic voting provisions reserved.

Announced to the shareholders.

Best regards,

ALKİM KAĞIT SANAYİ VE TİCARET A.Ş.

Ferit Kora

Chairman of the Board

Disclosures Required under the CMB Corporate Governance Communiqué

In accordance with the "Corporate Governance Communiqué (II–17.1)" published in the Official Gazette No. 28871 on January 3, 2014, by the CMB, the disclosures related to the agenda items that need to be made are provided below under the relevant agenda item. Additional explanations are presented in this section for your information:

1. Shareholding Structure

SHAREHOLDER NAME SHARE IN CAPITAL (TL) SHARE IN CAPITAL (%)
ALKİM ALKALİ KİMYA A.Ş. 146.868.750 79,93
Other 36.881.250 20,07
TOTAL 183.750.000 100,00

Each share representing the company's capital has a nominal value of 1 kuruş; the distribution by group and number of shares is as follows:

GROUP TYPE NUMBER OF SHARE
SHARES PERCENTAGE
Group A Registered 1.312.500 0,01%
Group B Registered 1.050.000 0,01%
Group C Registered 1.098.300 0,01%
Group D Registered 39.200 0,00%
Group E Registered 416.500.000 2,27%
Group F Bearer 17.955.000.000 97,71%
TOTAL 18.375.000.000

2. Privileged Shares

i. Privileges Related to the Election of the Board of Directors

Three of the board members are selected from Group A shares, two from Group B shares, two from Group C shares, one from Group E shares, and one from candidates proposed by Group F shareholders.

3. Information on Management and Operational Changes That Could Significantly Affect Our Company or Our Major Subsidiaries and Affiliates:

There are no management or operational changes that significantly affect the company's activities, nor are any planned.

4. In the Event of an Amendment to the Articles of Association on the Agenda, the Old and New Forms of the Amendments to the Articles of Association Along with the Relevant Board Decision:

By the decision of the Company's Board of Directors dated May 28, 2024, it was resolved to increase the company's capital from 183.750.000 TL to 735.000.000 TL through a capital increase method using reserves, with the entire 551.250.000 TL being covered by capital adjustment differences. The additional 55.125.000.000 shares corresponding to the increased amount of 551.250.000 TL will be distributed free of charge to existing shareholders in proportion to their shares, while preserving the privileges of the capital groups. The necessary permissions from the Capital Markets Board and subsequently from the Ministry of Trade of the Republic of Turkey will be obtained.

To this end, Article 6 of the Company's Articles of Association, titled "Capital and Share Groups," has been amended. Approvals were obtained from the Capital Markets Board on July 10, 2024, and from the Ministry of Trade's General Directorate of Internal Trade on July 16, 2024. You can find the amendment text attached to this information form.

AGENDA AND EXPLANATIONS FOR THE EXTRAORDINARY GENERAL ASSEMBLY MEETING OF ALKİM KAĞIT SANAYİ VE TİCARET A.Ş. TO BE HELD ON SEPTEMBER 4, 2024

1. Opening and Formation of the Meeting Chairmanship.

In accordance with the provisions of the "Turkish Commercial Code No. 6102" (TCC) and the "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Representatives of the Ministry of Customs and Trade" ("Regulation" or "General Assembly Regulation"), the election of the Chairmanship to manage the Extraordinary General Assembly meeting will be held.

2. For the company to increase its capital without charge from internal resources, the General Assembly should be informed about the offsetting of the indexed amounts of past years' losses resulting from the first adjustment made according to inflation in the TAS/TFRS tables, and the past years' losses due to inflation accounting in the company's statutory books and legal records,

For the fiscal year 2023, although the company's financial statements prepared using inflation accounting according to TMS 29, the Capital Markets Board (CMB) Communiqué II-14.1, and the CMB Board Decision No. 81/1820 dated December 28, 2023, showed a net profit of 90.551.394 TL, there were past years' losses amounting to 603.245.647 TL.

With the decision made by the Board of Directors on May 28, 2024:

In accordance with the CMB Board Decision No. 14/382 dated March 7, 2024, it was decided to offset the 603.245.647 TL past years' losses first from the 90.551.394 TL net profit, then from the restricted reserves of 225.871.184 TL including inflation differences, and the remaining amount of 286.823.069 TL from Capital Correction Differences.

With the same Board decision, it was also decided to offset the 374.013.390,13 TL past years' losses resulting from inflation accounting in the financial statements corrected according to the Tax Procedure Law General Communiqué (No: 555) from the equity differences arising from the correction process, namely 238.058.615,91 TL from the legal reserves inflation difference, 130.776.333,07 TL from extraordinary reserves inflation difference, and the remaining 5.178.441,15 TL from Capital Correction Positive Differences.

3. For the company's capital to be increased from 183.750.000.-TL to 735.000.000.- TL by distributing bonus shares to the shareholders; the reading, discussion, and approval of the amendment permits to the Company's Articles of Association, approved by the Capital Markets Board and the Ministry of Trade of the Republic of Turkey, and the old and new versions of the Articles of Association Amendment Text,

With the decision made by the Board of Directors on May 28, 2024, it has been decided to increase the company's capital. The amendment to Article 6 "Capital and Share Groups" of the Articles of Association, which was approved by the Capital Markets Board on July 10, 2024, and permitted by the Ministry of Customs and Trade General Directorate of Internal Trade on July 16, 2024, will be discussed.

4. Requests and Wishes

The meeting will be concluded with requests and wishes.

Appendix 1

ATTORNEY ALKİM KAĞIT SANAYİ VE TİCARET A.Ş.

I hereby appoint ........................................................................... as my proxy, authorized to represent me, vote on my behalf, make proposals, and sign the necessary documents, at the Extraordinary General Assembly Meeting of ALKİM KAĞIT SANAYİ VE TİCARET A.Ş., which will be held on Wednesday, September 4, 2024, at 11:00 AM at Kemalpaşa Organize Sanayi Bölgesi Kırovası Mevkii, Kemalpaşa / İZMİR, in accordance with the views specified below.

Proxy's ();

Name - Surname / Trade Name:

Turkish ID Number/Tax Number, Trade Registry Number and MERSIS Number: (*) For foreign nationals, equivalent information must be provided if available.

A) Scope of Authorization for Representation:

Regarding the provided items numbered 1 and 2, the scope of representation shall be determined by selecting one of the options (a), (b), or (c):

1. Regarding the matters included in the agenda of the General Assembly;

  • a) The proxy is authorized to vote according to their own opinion.
  • b) The proxy is authorized to vote according to the proposals of the partnership management.
  • c) The proxy is authorized to vote according to the instructions specified in the table
  • below.

Instructions:

If option (c) is chosen by the shareholder, instructions specific to the agenda item shall be provided by marking one of the options (approval or rejection) offered next to the respective agenda item of the Extraordinary general assembly. If the rejection option is selected, any dissenting opinion requested to be recorded in the general assembly minutes shall be specified.

Agenda Items (*) Approval Rejection Dissenting
Opinion
1- Opening and Establishment of the Meeting Chairmanship.
2- For the company to increase its capital without charge from
internal resources, the General Assembly should be informed
about the offsetting of the indexed amounts of past years'
losses resulting from the first adjustment made according to
inflation in the TAS/TFRS tables, and the past years' losses due
to inflation accounting in the company's statutory books and
legal records,
3- For the company's capital to be increased from 183.750.000.-TL
to 735.000.000.-TL by distributing bonus shares to the
shareholders; the reading, discussion, and approval of the
amendment permits to the Company's Articles of Association,
approved by the Capital Markets Board and the Ministry of
Trade of the Republic of Turkey, and the old and new versions
of the Articles of Association Amendment Text,
4- Wishes and requests.

(*) All the items on the agenda of the General Meeting are individually listed. In case there is separate resolution draft of the minority, then this will be separately indicated to allow for voting by proxy.

2. Special instructions regarding other matters that may arise at the General Assembly meeting, especially concerning the exercise of minority rights:

a) The proxy is authorized to vote according to their own opinion.

b) The proxy is not authorized to represent on these matters.

c) The proxy is authorized to vote according to the special instructions below.

SPECIAL INSTRUCTIONS: Any special instructions to be given by the shareholder to the proxy are stated here.

B) The shareholder specifies the shares they want the proxy to represent by selecting one of the following options.

1. I approve the proxy to represent my shares according to the details provided below.

  • a) Series and Class: *
  • b) Number/Group: **
  • c) Quantity-Nominal Value:

ç) Whether it has voting privileges:

d) Whether it is registered to bearer or named: *

e) Proportion to total shares/voting rights owned by the shareholder:

* For registered shares, this information is not required.

** For registered shares, information about the group, if available, will be provided instead of the number.

2. I authorize the proxy to represent all of my shares listed in the list prepared by the Central Securities Depository Inc. one day before the General Assembly meeting, which lists shareholders eligible to attend the General Assembly.

SHAREHOLDER's NAME or TITLE (*):

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

Address: ..............................................................................................................................

(*) For foreign shareholders, equivalent information must be provided if available.

Signature:

Appendix 2 ALKİM KAĞIT SANAYİ VE TİCARET A.Ş. ARTICLES OF ASSOCIATION AMENDMENT DRAFT

The old and new versions of the amended articles are presented side by side. Articles that have not been changed are not included here.

OLD VERSION

CAPITAL AND GROUPS OF SHARES: Article.6.

The company's capital is 183.750.000 TL (One hundred eighty-three million seven hundred fifty thousand Turkish Lira).

Each share has a nominal value of 1 (One) Kurus and is divided into 18.375.000.000 shares. The entire capital of 183.750.000 TL has been fully paid.

The company's capital is 183.750.000 TL, and its distribution is as follows:

Group Registered -
Bearer
Number of
Shares
Amount (TL)
Group
A
Registered 1.312.500 13.125
TL
Group B Registered 1.050.000 10.500
TL
Group
C
Registered 1.098.300 10.983
TL
Group
D
Registered 39.200 392
TL
Group
E
Registered 416.500.000 4.165.000
TL
Group
F
Bearer 17.955.000.000 179.550.000
TL
Total 18.375.000.000 183.750.000
TL

Group E registered shares amounting to 1.190.000 TL and Group F bearer shares amounting to 10.000.000 TL, totaling 11.190.000 TL, have been contributed as in-kind capital by Alkim Alkali Kimya A.Ş.

This time, out of the increased amount of 131.250.000,00 TL, 99.846.844,21 TL will be covered by Extraordinary Reserves, 23.647.927,87 TL will be covered by Positive Capital Adjustment Differences, and 7.755.227,92 TL will be covered by Real Estate Sale Gains. Accordingly, a total of 131.250.000,00 TL worth of free shares will be distributed to existing shareholders in proportion to their shares.

Shares representing the capital are monitored in dematerialised form within the framework of dematerialisation principles.

NEW VERSION

CAPITAL AND GROUPS OF SHARES: Article.6.

The company's capital is 735.000.000 TL (Seven hundred and thirty-five million Turkish Lira).

Each share has a nominal value of 1 (One) Kurus and is divided into 73.500.000.000 shares. The entire capital of 735.000.000 TL has been fully paid.

The company's capital is 735.000.000 TL, and its distribution is as follows:

Group Registered -
Bearer
Number of
Shares
Amount (TL)
Group
A
Registered 5.250.000 52.500 TL
Group
B
Registered 4.200.000 42.000 TL
Group
C
Registered 4.393.200 43.932 TL
Group
D
Registered 156.800 1.568 TL
Group E Registered 1.666.000.000 16.660.000 TL
Group
F
Bearer 71.820.000.000 718.200.000 TL
Total 73.500.000.000 735.000.000 TL

Group E registered shares amounting to 1.190.000 TL and Group F bearer shares amounting to 10.000.000 TL, totaling 11.190.000 TL, have been contributed as in-kind capital by Alkim Alkali Kimya A.Ş.

This time, the increased amount of 551.250.000,00 TL will be covered entirely by positive differences from Capital Adjustments, and new free shares equivalent to the total amount of 551.250.000,00 TL will be distributed to existing shareholders in proportion to their shares.

Shares representing the capital are monitored in dematerialised form within the framework of dematerialisation principles.

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