AGM Information • Apr 22, 2024
AGM Information
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The Ordinary General Assembly Meeting of our Company for the year 2023 will be held on Friday, March 29, 2024 at 10:00 a.m. at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / Istanbul to discuss the following agenda.
The Financial Statements and Footnotes and Independent Audit Report for the fiscal year 2023 prepared in accordance with the CMB regulations, the proposal of the Board of Directors on the manner of utilization of the profit for the fiscal year 2023, the Annual Report of the Board of Directors and the attached Corporate Governance Principles Compliance Report, the text of the amendment to the Articles of Association and the agenda items and the information notes containing the necessary explanations for compliance with the Corporate Governance Principles will be made available for the review of the Honorable Shareholders at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / İstanbul, on the company website at www.inveo.com.tr/en/ and the Electronic General Assembly System of the Central Registry Agency will be made available for the review of Esteemed Shareholders.
Our shareholders who wish to attend the Ordinary General Assembly Meeting are required to fulfill the procedures announced to the public by the Central Registry Agency. The "shareholders list" regarding the right holders and their representatives attending the meeting is taken from the Electronic General Assembly System before the meeting starts. The "shareholders list" is used for the formation of the list of attendees. The control of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or their representatives will be made through the aforementioned list.
Our shareholders who will not be able to attend the meeting in person, provided that the rights and obligations of the shareholders who will participate electronically through the Electronic General Assembly System are reserved, should arrange their proxies in accordance with the attached sample or obtain the sample proxy form from our Company Headquarters or our Corporate website at www.inveo.com.tr/en/ and accordingly, they are required to fulfill the requirements stipulated in the "Communiqué on Voting by Proxy and Proxy Solicitation" numbered II-30.1, which entered into force upon publication in the Official Gazette dated 24.12.2013 and numbered 28861, and to submit their notarized proxy forms to the Company. It is not necessary for the proxy appointed electronically through the Electronic General Assembly System to submit a power of attorney document. Power of attorneys that are not in compliance with the attached power of attorney sample, which is required by the Communiqué, will not be accepted due to our legal liability.
Our Shareholders who will vote via Electronic General Assembly System are kindly requested to obtain information from the Central Registry Agency or Inveo Investor Relations in order to fulfill their obligations under the "Regulation on General Assembly Meetings to be held in Electronic Environment in Joint Stock Companies" of the Ministry of Trade.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law No. 6362, the right to attend and vote at the General Assembly Meeting cannot be conditioned on the deposit of share certificates. Accordingly, our shareholders who wish to attend the General Assembly Meeting are not required to have their shares blocked. It is necessary and sufficient for our shareholders who will attend the General Assembly Meeting in person to show their ID cards at the meeting.
In addition, if our shareholders, whose identity and information regarding the shares in their accounts are concealed and therefore cannot be seen by our Company, wish to participate in the General Assembly Meeting, they are required to apply to the intermediary institutions where their accounts are held and ensure that the restriction on the concealed identity and information regarding their shares is removed until 1 (one) day before the date of the General Assembly Meeting.
Without prejudice to the provisions on electronic voting, open voting by raising hands shall be used for voting on the agenda items at the General Assembly Meeting.
It is submitted for the information of Esteemed Shareholders.
I hereby appoint .............................................................................., who is introduced in detail below, 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 expressed below at the ordinary general assembly meeting of Inveo Yatırım Holding AŞ for the year 2023 to be held at Altayçeşme Mahallesi Çamlı Sokak Pasco Plaza No: 21 Kat:11 Maltepe / İstanbul on Friday, March 29, 2024 at 10:00 am.
Name Surname/Trade Registry Name:
TR Identity Number/Tax Number, Trade Registry and Number and MERSIS number:
(*) For foreign proxies, it is mandatory to submit the equivalent of the aforementioned information, if any.
The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.
a) The proxy is authorized to vote in accordance with his/her own opinion.
b) The proxy is authorized to vote in line with the recommendations of the partnership management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
If option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options given opposite the relevant general assembly agenda item (acceptance or rejection) and if the rejection option is selected, by indicating the dissenting opinion, if any, requested to be written in the minutes of the general assembly meeting.
| Agenda Items (*) | Acceptance | Red | Dissenting Opinion |
|---|---|---|---|
| 1. Opening and formation of the meeting chairmanship |
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| 2. Reading, discussing and resolving on the Board of Directors' Annual Report for 2023 |
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| 3. Reading the summary of the independent audit report for the fiscal year 2023 |
| 4. Reading, discussing and resolving on the Financial Statements prepared in accordance with the CMB regulations for the year 2023 |
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|---|---|---|
| 5. Resolution on the amendment text regarding Article 7 of the Company's Articles of Association titled "Capital and Shares" |
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| 6. Release of the Members of the Board of Directors separately for the 202 3 operating yea r |
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| 7. Acceptance, acceptance with amendments or rejection of the proposal of the Board of Directors regarding the utilization of the profit for the year 2023 |
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| 8. Giving information about thje donations made by the Company in 2023 within the framework of the CMB legislation |
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| 9. Determining the upper limit for donations to be made in 2024 within the framework of CMB legislation |
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| 10. Determination of the number and terms of office of the members of the Board of Directors |
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| 11. Election of the members of the Board of Directors |
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| 12. Determination of the monthly salaries of |
| the Members of the Board of Directors and Independent Board Members |
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|---|---|---|
| 13. Approval of the Independent Audit Firm selection made by the Board of Directors in accordance with the Turkish Commercial Code and Capital Markets Board regulations |
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| 14. Authorizing the members of the Board of Directors for the transactions specified in Articles 395 and 396 of the Turkish Commercial Code |
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| 15. In 2023, informing the shareholders about the guarantees, pledges, mortgages (GPM), given by the Company in favor of third parties and the income and benefits obtained |
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| 16. Giving informations about the implementation of the Buyback Program |
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| 17. Wishes and closing |
(*) The items on the General Assembly agenda are listed one by one. If the minority has a separate draft resolution, this is also stated separately to ensure proxy voting.
2. Special instructions on other issues that may arise at the General Assembly meeting and in particular on the exercise of minority rights:
a) The proxy is authorized to vote in accordance with his/her own opinion.
b) The proxy is not authorized to represent in these matters.
c) The proxy is authorized to vote in accordance with the following special instructions.
SPECIAL INSTRUCTIONS; If any, special instructions to be given by the shareholder to the proxy shall be specified here.
B) The shareholder chooses one of the following options and indicates the shares he/she wants the proxy to represent.
a) Order and series*:
*This information is not requested for shares monitored through the registry.
**For shares monitored through the registry, information related to the group, if available, will be provided instead of a number.
2. I approve the representation of all my shares listed in the list of shareholders who can attend the general assembly, prepared by the MKK one day before the general assembly day, by a proxy.
TR Identity Number/Tax Number, Trade Registry and Number and MERSIS number:
Address:
(*) For foreign shareholders, it is mandatory to submit the equivalent of the aforementioned information, if any.
SIGNATURE
| INVEO YATIRIM HOLDING AŞ | ||
|---|---|---|
| AMENDMENT TO THE ARTICLES OF ASSOCIATION | ||
| OLD PROVISIONS | NEW PROVISIONS | |
| CAPITAL AND SHARES | CAPITAL AND SHARES | |
| ARTICLE 7- | ARTICLE 7- | |
| The company was established on 10/03/1998 as an investment trust with registered capital in accordance with the provisions of the Capital Markets Law. |
The company was established on 10/03/1998 as an investment trust with registered capital in accordance with the provisions of the Capital Markets Law. |
|
| The Company's articles of association have been changed to be no longer an investment trust, with authorization from the Capital Markets Board dated 28/05/2014, numbered 16/506. The authorized capital limit of the Company is TL 500.000.000 (fivehundred million Turkish Liras), |
The Company's articles of association have been changed to be no longer an investment trust, with authorization from the Capital Markets Board dated 28/05/2014, numbered 16/506. The authorized capital limit of the Company is TL 1.000.000.000 (One billion Turkish Liras), divided |
|
| divided into 500.000.000 (five hundred million) | into 1.000.000.000 (One billion Turkish Liras) |
| OLD PROVISIONS | NEW PROVISIONS | |
|---|---|---|
| registered shares each with a nominal value of TL 1 (One). Kayıtlı The issued capital of the Company is TL 240.000.000 (two hundred million Turkish Lira) and has been paid in accordance with the procedure specified in the Capital Market Law and related communiqués. |
registered shares each with a nominal value of TL 1 (One). Kayıtlı The issued capital of the Company is TL 240.000.000 (two hundred million Turkish Lira) and has been paid in accordance with the procedure specified in the Capital Market Law and related communiqués. |
|
| The issued capital of the Company divided into Group "A" with 240.000 (two hundred forty thousand) shares in return for TL 240.000 and Group "B" with 239.760.000 (two hundred thirty nine million seven hundred sixty thousand) shares in return for TL 239.760.000, each with a nominal value of TL 1 (One). |
The issued capital of the Company divided into Group "A" with 240.000 (two hundred forty thousand) shares in return for TL 240.000 and Group "B" with 239.760.000 (two hundred thirty nine million seven hundred sixty thousand) shares in return for TL 239.760.000, each with a nominal value of TL 1 (One). |
|
| The capital shares represented will be monitored within the parameters of the dematerialization principles. |
The capital shares represented will be monitored within the parameters of the dematerialization principles. |
|
| Transfers between registered shares are permitted. If the issued shares are not entirely sold and their prices are paid, no further shares may be issued. Any documents that include the company name must also include the Issued Capital amount. |
Transfers between registered shares are permitted. If the issued shares are not entirely sold and their prices are paid, no further shares may be issued. Any documents that include the company name must also include the Issued Capital amount. |
|
| Sermaye In capital increases, new shares of Group B will be issued in exchange for existing shares of Group B, and new shares of Group A will be issued in exchange for existing shares of Group A. The new shares that are to be issued, however, will all be issued as Group B shares if the Board of Directors restricts the shareholders' ability to buy more shares. The authorized capital limit granted by the Capital Markets Board is valid for five years between 2022 and 2026. Even if the authorized capital limit permitted as above has not been reached as of the end of 2025, the Board of Directors must, to be able to take a capital increase decision after 2026, obtain the authorization of the General Assembly of Shareholders for a new term of up to 5 years, with a prior authorization of the Capital Markets Board for the previous upper limit or for a new upper |
Sermaye In capital increases, new shares of Group B will be issued in exchange for existing shares of Group B, and new shares of Group A will be issued in exchange for existing shares of Group A. The new shares that are to be issued, however, will all be issued as Group B shares if the Board of Directors restricts the shareholders' ability to buy more shares. The authorized capital limit granted by the Capital Markets Board is valid for five years between 2023 and 2027. Even if the authorized capital limit permitted as above has not been reached as of the end of 2025, the Board of Directors must, to be able to take a capital increase decision after 2027, obtain the authorization of the General Assembly of Shareholders for a new term of up to 5 years, with a prior authorization of the Capital Markets Board for the previous upper limit or for a new upper |
|
| limit amount. In the absence of such authorization | limit amount. In the absence of such authorization |
| OLD PROVISIONS | NEW PROVISIONS |
|---|---|
| the Company will not be able to make a capital | the Company will not be able to make a capital |
| increase by a Board resolution. The Board of | increase by a Board resolution. The Board of |
| Directors is authorized to decide to increase the | Directors is authorized to decide to increase the |
| issued capital by issuing new shares up to the | issued capital by issuing new shares up to the |
| upper limit of the authorized capital if and when | upper limit of the authorized capital if and when |
| deemed necessary in accordance with the |
deemed necessary in accordance with the |
| applicable provisions of the Capital Markets Law, | applicable provisions of the Capital Markets Law, |
| to restrict the rights of the holders of preferential | to restrict the rights of the holders of preferential |
| shares, to limit the rights of option of |
shares, to limit the rights of option of |
| shareholders on newly issued shares, and to issue | shareholders on newly issued shares, and to issue |
| shares above (with premium) or below the | shares above (with premium) or below the |
| nominal value per share between the years 2022 | nominal value per share between the years 2023 |
| and 2026. | and 2027. |
| The power to restrict the preemptive rights on | The power to restrict the preemptive rights on |
| newly issued shares cannot be used in a manner | newly issued shares cannot be used in a manner |
| that would cause inequality between |
that would cause inequality between |
| shareholders. | shareholders. |
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