AGM Information • Jun 14, 2024
AGM Information
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Our Company's Ordinary General Assembly Meeting will be held on Friday, 14/06/2024, at 14:00, at the company headquarters located at İnkilap Mah. Dr. Adnan Büyükdeniz Cad. No: 13, Block B, Floor: 2, Inner Door No: 6, 34768, Ümraniye/Istanbul, to review the activities of the fiscal year 2023 and discuss and decide on the agenda outlined below.
Pursuant to the Turkish Commercial Code No. 6102, Article 415 Paragraph 4 and of the Capital Markets Law, Article 30, Paragraph 1, the right to attend the general assembly and to vote is not subject to the storage of share certificates. In this regard, if our shareholders want to attend the General Assembly Meeting, they do not need to block their shares. Shareholders who wish to attend the General Assembly Meeting shall follow the procedures announced by the Central Registry Agency (CRA).
Since all the shares of our company are monitored by CRA, the list of those who can attend the general assembly meeting shall be prepared by the board of directors based on the shareholder chart provided by CRA. The aforementioned list shall be used to check whether the persons who physically come to the meeting room to attend the Ordinary General Assembly Meeting are shareholders or representatives. Our shareholders, who have the right to attend the general assembly meeting, may attend the general assembly to be held at the above-mentioned address in person or by their representatives, or, if they wish, in person or by their representatives electronically, using their secure electronic signatures via e-GKS provided by CRA. Our shareholders or their representatives who want to attend the meeting electronically shall have an Electronic Signature Certificate.
The shareholders can authorize their representatives using e-GCS. In addition, they shall submit their representatives to our Company with their signatures notarized by fulfilling the provisions stipulated in "Communiqué No II-30.1 on Proxy Voting and Proxy Gathering by Invitation" of Capital Markets Board, published in the Official Gazette No 28861, dated 24.12.2013. A copy of the Power of Attorney form can also be obtained from our registered office or our website (https://kimpur.com/tr/). They can also appoint representatives at the meeting by filling out the power of attorney form and having their signatures notarized or by adding the notarized signature circular to the power of attorney form bearing their signature. The power of attorney, which is obligatory in the the Communiqué II-30.1, CMB and do not comply with the power of attorney sample included in the annex, shall certainly not be accepted due to our legal responsibility.
General Assembly Meeting in person:
Our shareholders, who will attend the general assembly electronically via E-GKS, can obtain information on the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting on the website of CRA (www.mkk.com.tr.). Shareholders or their representatives who wish to attend the meeting electronically are required to fulfill their obligations in accordance with "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette No 28395, dated August 28, 2012, and "Communiqué on the Electronic General Assembly System to be Implemented in the General Assembly of Joint Stock Companies" published in the Official Gazette No 28396, dated August 29, 2012.
Financial Statements for the year 2023, Independent Audit Report, Board of Directors Activity Report, Profit Distribution Table and the following agenda items, and Disclosure Document containing the explanations for compliance with the Capital Markets Board regulations and Corporate Management Principles shall be made available to our shareholders for review in the Electronic General Assembly system on the corporate website: https://kimpur.com/tr/ , the Public Disclosure Platform and the Electronic General Assembly System page of the Central Registry Agency's website, at least three weeks before the meeting date, excluding the days of meeting and announcement, within the legal period, at the registered office..
Kimteks Poliüretan Sanayi ve Ticaret A.Ş. Board of Directors
I hereby appoint ........................................................ as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents, in line with the views I have stated below, at the 2023 Ordinary General Assembly meeting to be held at the at the company headquarters located at İnkilap Mah. Dr. Adnan Büyükdeniz Cad. No: 13, Block B, Floor: 2, Inner Door No: 6 34768, Ümraniye/Istanbul (Kimteks Poliüretan Sanayi ve Ticaret A.Ş) on Friday, 14/06/2024 at 14:00
Proxy's(*):
Name & Surname/Commercial Title:
TR Identity No/Tax No, Trade Registry and No and MERSIS No:
(*) For proxies of foreign nationality, it is obligatory to submit the aforementioned information and, if any, its equivalents.
For the sections 1 and 2 given below, one of the options (a), (b) or (c) should be chosen to determine the scope of the power of attorney.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the proposals of the partnership management.
c) The proxy is authorized to vote in line with the instructions given in the table below.
Instructions:
In case the option (c) is chosen by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options (accept or reject) opposite the relevant general assembly agenda item, and by stating the dissenting opinion, if any, which is requested to be written in the general assembly minutes if the reject option is selected.
| Serial No |
Agenda Items | Accept | Reject | Dissenting Opinion |
|---|---|---|---|---|
| 1 | Opening and foundation of the meeting chairmanship | |||
| 2 | Authorizing the Meeting Chairmanship to sign the Meeting Minutes |
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| 3 | Reading, discussing and submitting the Annual Report of the Board of Directors for 2023, |
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| 4 | Reading and discussing the Independent Audit Institution's opinion and report on the accounting period of 2023, |
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| 5 | Reading, discussing and submitting the financial statements for the accounting period of 2023. |
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| 6 | Submission of the Members of the Board of Directors separately for the activities, transactions and accounts for the accounting period of 2023, |
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| 7 | Determination of the term of office of the members of the board of directors and election of independent board members, |
| Serial No |
Agenda Items | Accept | Reject | Dissenting Opinion |
|---|---|---|---|---|
| 8 | Providing information about the payments made to the members of the Board of Directors and senior executives in the |
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| accounting period of 2023, taking a decision regarding the | ||||
| attendance fees to be given to the members of the Board of | ||||
| Directors in 2024, | ||||
| 9 | Informing the shareholders about the donations and aids made | |||
| in 2023 and determining the upper limit for the donations and |
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| aids to be made in 2024, | ||||
| 10 | Approval of the independent audit organization, DRT Bağımsız | |||
| Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş, which | ||||
| was elected by the Board of Directors of our company for a year for the accounting period of 2024 |
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| 11 | Informing the shareholders about the income or benefits | |||
| obtained by the Company in 2023 with the guarantees, pledges, |
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| mortgages and sureties given in favor of third parties, | ||||
| 12 | Informing the shareholders holding the management control, | |||
| the members of the Board of Directors, senior managers and | ||||
| their spouses and relatives by blood and marriage up to the | ||||
| second degree, about the transactions in 2023, in line with the | ||||
| Turkish Commercial Code, Articles 395 and 396 and the the | ||||
| Capital Markets Board's Corporate Management Communiqué, | ||||
| 13 | Informing the shareholders about the transactions made with | |||
| related parties in 2023 pursuant to the decision of the Capital |
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| Markets Board, | ||||
| 14 | Requests |
No voting is performed on the information items.
If the minority has a separate draft resolution, it is indicated separately to ensure voting by proxy.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is not authorized to represent in these matters.
c) The proxy is authorized to vote in line with the following instructions.
SPECIAL INSTRUCTIONS (Special instructions, if any, to be given by the shareholder to the proxy are specified here.)
B) The shareholders shall choose one of the options below and identify the shares they want the proxy to represent.
a) Arrangement and series:*
b) Number/Group:**
c) Amount-Nominal value:
ç) Voting privilege:
d) Bearer-Registered:*
e) Ratio of shareholder to total shares/voting rights:
*These information are not requested for the dematerialized shares.
**For the dematerialized shares, information about the group, if any, will be given instead of the number.
TR Identity No/Tax No, Trade Registry and No and MERSIS No:
Address:
(*) For shareholders of foreign nationality, it is obligatory to submit the aforementioned information and, if any, its equivalents.
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