AGM Information • Apr 17, 2024
AGM Information
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Pursuant to the decision of our Board of Directors dated 21.03.2024 and numbered 5, the ordinary general assembly meeting ("Ordinary General Assembly Meeting") of our company AZTEK TEKNOLOJİ ÜRÜNLERİ TİCARET A.Ş. ("Company") will be held on 17.04.2024, Wednesday at 10:00 a.m. at the address of Mustafa Kemal Shopping Center 1st Floor No: 7 Beşiktaş/İstanbul to discuss and resolve the agenda written below.
Our Company's shareholders will be able to attend the Ordinary General Assembly Meeting physically or electronically in person or through their representatives. Attendance to the Ordinary General Assembly Meeting electronically: Electronic General Assembly System ("e-GEM") provided by Merkezi Kayıt Kuruluşu A.Ş. ("MKK"). Shareholders who will make transactions in the e-GEM must first register with the Investor Information Center of MKK and must also have a secure electronic signature and mobile signature.
Shareholders or their representatives holding secure electronic signatures who wish to participate in the Ordinary General Assembly Meeting electronically are required to complete their transactions in accordance with the provisions of the "Regulation on General Assembly Meetings of Joint Stock Companies to be Held Electronically" and the "Communiqué on the Electronic General Assembly System to be Applied in General Assemblies of Joint Stock Companies". Otherwise, it will not be possible for them to participate in the meeting electronically.
Our shareholders or their representatives who will attend the General Assembly electronically via e-GEM may obtain information on the procedures and principles regarding participation, appointment of a representative, making proposals, expressing opinions and voting from MKK's web address (https://egk.mkk.com.tr).
Shareholders who wish to attend the Ordinary General Assembly Meeting are required to fulfill the procedures announced to the public by MKK. The Ordinary General Assembly Meeting may be attended by the shareholders whose names appear on the list of attendees created by taking into account the "shareholders list" provided by CRA. The check of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or representatives will be made on the list received. In the Ordinary General Assembly Meeting to be held physically; real person shareholders are required to present their identity documents; persons authorized to represent legal entity shareholders are required to present their identity documents and power of attorney. Representatives of real persons or legal entities attending the meeting in physical environment may attend the Ordinary General Assembly Meeting by submitting their identity documents and also their power of attorney; and representatives authorized by GKS may attend the Ordinary General Assembly Meeting by signing the list of those present by submitting their identity documents.
Legal entity or real person shareholders who cannot attend the meeting physically or electronically may have themselves represented by proxy at the meeting. If the authorization is made through e-GEM, the name and surname of the proxy (representative) must be included in the list received from CRA. The proxy appointed through e-GEM is not required to submit a physical proxy document, and the proxy appointed through e-GEM can attend the General Assembly Meeting both physically and through e-GEM. If the authorization is not made through e-GEM, for physical attendance, the shareholders are required to arrange their proxies according to the form in Annex-1 and submit them to our Company by having them notarized or by attaching their notarized signature circular or signature declaration to their proxies in accordance with the provisions of the Capital Markets Board's "Communiqué on Voting by Proxy and Proxy Solicitation (II-30.1)". A sample proxy form (Annex-1) can be obtained from the Company's head office or the website www.aztekteknoloji.com. Power of attorneys that do not comply with the power of attorney sample attached to the General Assembly Invitation Announcement, which is required by the Capital Markets Board within the framework of the above-mentioned Communiqué, will not be accepted. The proxy who will attend the meeting by proxy and physically, whether appointed by a notarized power of attorney or through e-GEM, is obliged to show his/her ID card at the meeting.
In the Ordinary General Assembly Meeting, open voting method by raising hands will be used for voting on the agenda items, without prejudice to the provisions on electronic voting. As stated in the Company's Articles of Association, each share is entitled to 1 (one) vote at the general assembly meetings.
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the right to attend and vote at the General Assembly is not conditional upon the deposit of share certificates. Accordingly, if our shareholders wish to attend the Extraordinary General Assembly Meeting, they do not need to block their shares. However, if our shareholders, whose identities and information regarding the shares in their accounts 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 remove the "restriction" that prevents their identities and information regarding the shares in their accounts from being notified to our Company until 16:30 one day before the General Assembly Meeting at the latest if they wish to participate in the General Assembly Meeting.
Our Company's agenda items presented below and the Information Notes containing the necessary explanations for compliance with the Capital Markets Board regulations will be made available for shareholders' review at the Company Headquarters and in the investor relations section of the website www.aztekteknoloji.com, Public Disclosure Platform (KAP) and e-GEM three weeks prior to the meeting, within the legal period .
Pursuant to Law No. 6698 on the Protection of Personal Data, detailed information on the processing of your personal data by our Company can be found in the KVKK and Privacy tab shared with the public at www.aztekteknoloji.com.
It is submitted for the information of Esteemed Shareholders.
Signature Signature
Company Address: 2.Söltaş Evleri Hare Sokak No:1 Beşiktaş - İstanbul
Tel: 0212 279 88 91
Trade Registry and Number: İstanbul / 432660-5
Mersis No: 0127115083900001
I/we hereby appoint _______________________________ as our proxy to be authorized to represent me/our company, to vote, to make proposals and to sign the necessary documents in line with the opinions I/we have expressed below at the Ordinary General Assembly meeting of Aztek Teknoloji Ürünleri Ticaret A.Ş. for the year 2023 to be held on 17.04.2024 at 10:00 am at Mustafa Kemal Shopping Center 1st Floor No: 7 Beşiktaş/İstanbul.
T.R. Identity No / Tax No :
Trade Registry and Number (if legal entity) :
MERSIS No. :
Address :
Signature :
(*)For foreign proxies, the equivalent, if any, of the aforementioned information must be submitted.
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 suggestions of the Company management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below. Instructions (In case option (c) is selected by the shareholder, the instructions specific to the agenda item should 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 (*) | Accept | Reject | Opposition Comment |
|
|---|---|---|---|---|
| 1- | Opening and election of the chairman of the meeting and authorizing the chairman of the meeting to sign the minutes of the meeting, |
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| 2- | Reading and discussion of the Board of Directors' Annual Report for 2023, |
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| 3- | Reading the Independent Audit Report prepared by the Independent Audit Firm for the year 2023, |
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| 4- | Reading, discussion and approval of the financial statements for the fiscal year 2023, |
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| 5- | Discharging the members of the Board of Directors separately for the activities of the Company in 2023, |
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| 6- | Determination of the number and terms of office of the members of the Board of Directors, election according to the number of members determined, election of Independent Members of the Board of Directors, |
| 7- Acceptance, acceptance with amendments or rejection of the Board of Directors' proposal on the distribution of the profit for the year 2023 and the date of dividend distribution, prepared within the framework of the Company's dividend distribution policy, |
|
|---|---|
| 8- Approval of authorizing the Board of Directors to decide on the distribution of Advance Dividend for the 2024 accounting period within the scope of the Dividend Communiqué numbered II-19.1, |
|
| 9- Determining and resolving on the monthly salaries of the members of the Board of Directors and all kinds of financial rights such as attendance fees within the framework of the Company's Remuneration Policy, |
|
| 10- Discussing and resolving on the election of the Independent Audit Firm for the audit of the accounts and transactions for the year 2024 in accordance with the Turkish Commercial Code and the Capital Markets Law, |
|
| 11- Pursuant to the Turkish Commercial Code and Capital Markets Board regulations; informing the shareholders about the guarantees, pledges, mortgages and sureties given by the Company and its subsidiaries in favor of third parties in 2023 and the income or benefits obtained, |
|
| Providing information about the donations and grants 12- made by the Company in 2023 in accordance with the Corporate Governance Principles and determining the upper limit for donations and grants to be made for the remainder of 2023, |
|
| 13- In line with the Corporate Governance Principles principle no. 1.3.6, informing the shareholders about the significant transactions realized in 2023 that may cause conflict of interest, |
|
| 14- Informing the shareholders about the share buy-back transactions carried out pursuant to the decision taken by the Board of Directors, |
|
| 15- Granting permission to the shareholders who control the management, members of the Board of Directors, senior executives and their spouses and relatives by blood and marriage up to second degree within the framework of Articles 395 and 396 of the Turkish Commercial Code and informing the Shareholders about the transactions carried out in this context in 2023 in line with the Capital Markets Board Corporate Governance Communiqué, |
| Wishes and Opinions. 16- |
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|---|---|---|
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; (Special instructions should be written)
NOTE: The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 in section (A).
1. I hereby approve the representation of my shares detailed below by proxy.
a) Type and series:*
b) Number/Group:**
c) Quantity-Nominal value:
ç) Whether it has voting privileges:
d) Bearer or registered:*
e) Proportion of total shares/voting rights held by the shareholder:
(*This information is not requested for dematerialized shares)
(**For dematerialized shares, information regarding the group, if any, will be given instead of the number)
2. I hereby approve the representation by proxy of all of my shares included in the list of shareholders who can participate in the general assembly prepared by the CRA one day before the day of the general assembly.
NOTE: In section (B), one of the options (1) or (2) should be selected and the shares to be represented by the proxy should be specified.
| T.R. Identity No / Tax No | : | |
|---|---|---|
| Trade Registry and Number (if legal entity) | : | |
| MERSIS No. | : | |
| Address | : | |
| Signature | : |
(*)For foreign shareholders, the equivalent, if any, of the aforementioned information should be provided.
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