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ARÇELİK A.Ş.

Proxy Solicitation & Information Statement May 14, 2024

5890_rns_2024-05-14_a6995cd3-28ac-4ee0-9e7a-78500f7b186c.pdf

Proxy Solicitation & Information Statement

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POWER OF ATTORNEY

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 04.04.2024, Thursday, at 14:00, 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 Chairman of the Meeting,
2. Reading, discussing and approving the 2023
Annual Report
prepared by the Company Board of Directors,
3. Reading the Summary of Independent Audit Report for 2023
accounting period,
4. Reading, discussing and approving the Financial Statements
related to the 2023
accounting period,
5. Acquittal of each member of the Board of Directors in relation to
the activities of Company in 2023,
6. Approval, amendment, or rejection of the Board of Directors'
proposal regarding the distribution of the profits for the year 2023
within the framework of the Company's profit distribution policy,
and determination of the profit distribution date.7. Determination
of the number and duty term of the
Members of the Board of
Directors, making elections in accordance with the determined
number of members, selecting the Independent members of the
Board of Directors,
7.
Informing shareholders about the existing buyback program,
discussing, and reaching a decision,
8.
Determination of the number and duty term of the Members of the
Board of Directors, making elections in accordance with the
determined number of members, selecting the Independent
Members of the Board of Directors,
9.
Informing the Shareholders on and approval of "Remuneration
Policy" for Members of the Board of Directors and Top-Level
Managers and the payments made within the frame of such policy
as required by Corporate Governance Principles,
10.
Determining annual gross remunerations of the Members of the
Board of Directors,
11.
Approval of the Independent Auditing Institution selected by the
Board of Directors in accordance with the Turkish Commercial
Code and the Capital Markets Board regulations,
12.
Informing the Shareholders on donations made by the Company
in 2023
and resolution of an upper limit for donations to be made
for 2024
as per the "Donation and Sponsorship
Policy"
13.
Informing the Shareholders about the collaterals, pledges,
mortgages,
and surety granted in favour of third parties and the
income and benefits obtained in 2023
by the Company and
subsidiaries
in
accordance
with
Capital
Markets
Board
regulations,
14.
Authorising the Shareholders holding management capacity, the
Members of the Board of Directors, top managers and their
spouses and relatives by blood and marriage up to the second
degree within the framework of the articles 395th and 396th of
Turkish Commercial
Code and informing shareholders about
transactions performed within the scope during 2023
as per the
Corporate Governance Communiqué of Capital Markets Board,
15.
Providing shareholders with information about the activities
carried out in 2023 as part of the company's transition plan to a
low-carbon economy,
16.
Wishes and opinions.

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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