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MLP SAĞLIK HİZMETLERİ A.Ş.

AGM Information Apr 17, 2024

8921_rns_2024-04-17_e6a65979-feb9-4f40-abba-cdfc0110e80b.pdf

AGM Information

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MLP SAĞLIK HİZMETLERİ A.Ş. General Assembly Information Document

INFORMATION DOCUMENT FOR MLP SAĞLIK HİZMETLERİ A.Ş.'S 2023 ORDINARY GENERAL ASSEMBLY MEETING

In its meeting dated April 17, 2024, our Board of Directors resolved by majority of votes to hold the Annual Ordinary General Assembly Meeting for the year 2023, on May 13, 2024 Monday at 10:00 a.m. at the address "Liv Hospital Vadistanbul Ayazağa Mahallesi, Kemerburgaz Caddesi, Vadistanbul Park Etabı, 7F Blok Sarıyer, İstanbul" with the agenda below, to make the related announcements and to take all the necessary actions required by the Turkish Commercial Code, the Articles of Association as well as other related regulations to materialize and finalize the meeting.

Also within the framework of the measures announced by the Turkish Ministry of Trade, it was emphazised to advise that the shareholders to participate in the general assembly meetings electronically without participating in the physical environment and to remind that shareholders who want to participate in the general assembly electronically can vote with the Electronic General Assembly System.

Press advert for the invitation to our shareholders was published in the Turkish Trade Registry Gazette. Balance Sheet, Income Statement, Annual Report including Compliance Report Format (CRF) and Corporate Governance Information Form (CGIF), Dividend Distribution Proposal, as well as the report of the Independent External Auditor along with a General Assembly Meeting Information Document for the financial year 2023 will be available for the review of our shareholders at our headquarter office and our website at the adress of http://investor.mlpcare.com/en 21 days prior to the meeting.

Our shareholders, who cannot physically attend the meeting, without prejudice to the obligations and rights of shareholders who will attend electronically, shall prepare their proxies in line with the template that is attached (APPENDIX-1) or published at our website or available in the headquarters of our Company. Shareholders shall submit their proxies including their notarized signatures, in accordance with the "Communiqué Regarding Proxy Voting and Call Based Proxy Meetings" numbered II-30.1 that became effective by being published at the Official Gazette dated December 24, 2013 and numbered 28861, until May 10, 2024 Friday. A proxy that has been appointed electronically through Electronic General Assembly System is not required to submit a proxy document. Attendance to the General Assembly Meeting will not be possible with proxy documents that are not consistent with the attached sample document which is required by the Communiqué. Our shareholders who will be voting through the Electronic General Assembly System may refer to the Central Registry Agency, our corporate website or our head office for more information, in order for them to perform their obligations stipulated in the Regulation regarding Electronic General Assemblies of Joint Stock Companies. In accordance with the Article 415 paragraph 4 of the Turkish Commercial Code Numbered 6102 and Article 30 paragraph 1 of the Capital Markets Law Numbered 6362, attendance to and voting at the General Assembly is not conditional upon the deposit of the shares. Therefore, if our shareholders would like to attend our General Assembly Meeting, there is no need to have their shares blocked.

ADDITIONAL EXPLANATIONS REGARDING GENERAL ASSEMBLY MEETING

  1. Shareholding Structure and Voting Rights:

There are no privileged shares among the shares representing the paid-in capital of our Company. The shareholders shall have one vote for each share they hold. The voting rights of the shareholders are provided in the table below:

Shareholder Share (TL) Share (%) Voting Share (%)
LIGHTYEAR HEALTHCARE B.V. 72,130,551 34.67 34.67
SANCAK İNŞ. TURİZM NAKL. VE 31,943,689 15.35 15.35
DIŞ TİC. A.Ş.
MUHARREM USTA 18,677,778 8.98 8.98
ADEM ELBAŞI 6,225,925 2.99 2.99
İZZET USTA 2,490,370 1.20 1.20
SALİHA USTA 1,867,778 0.90 0.90
NURGÜL DÜRÜSTKAN ELBAŞI 1,867,778 0.90 0.90
PUBLICLY TRADED 72,833,333 35.01 35.01
TOTAL 208,037,202 100.00 100.00

MLP Sağlık Hizmetleri A.Ş. - Shareholding Structure:

  1. Information on requests by shareholders, Capital Markets Board (CMB) or other public authorities to include items on the agenda:

While preparing the agenda of the 2023 Ordinary General Assembly Meeting which will be held on May 13, 2024 there has not been any written requests that the shareholders sent to the Investor Relations Unit in a written format to be included on the agenda. Likewise, shareholders, CMB or other government institutions, which are related to the Company, have not sent any agenda item requests to be added to the agenda.

  1. Information about the management and operational changes that affected the Company's or its subsidiaries' operations in the previous fiscal period and the changes that are planned in the following fiscal periods and the reasons on the back of these changes:

Management and operational changes which have taken place in 2023 and are planned to take place in 2024 are announced to public through special case announcements through PDP and are available on the Company's website.

EXPLANATIONS REGARDING THE AGENDA OF THE ANNUAL ORDINARY GENERAL ASSEMBLY MEETING

1. Opening of the meeting and establishment of the Board of the General Assembly

The Chairmanship Council that will chair the General Assembly Meeting will be established pursuant to the relevant regulations.

2. Authorization of the Board of the General Assembly to sign the Meeting Minutes and the List of Attendees

In line with the related regulations, authorization of the Board of Assembly to sign the Meeting Minutes and the List of Attendees will be voted.

3. Reading out and discussion of the Annual Report of the Board of Directors for the year 2023

Pursuant to the relevant regulations, Annual Report of Board of Directors for the year 2023 will be read out and discussed in the General Assembly Meeting and submitted for the approval of our Shareholders. The above mentioned report has been made available for the review of our Shareholders at the Company Head Office and our website.

4. Reading out the report of the Independent Audit Company for the fiscal year 2023

Pursuant to the relevant regulations, the report of the Independent External Audit Company for the fiscal year 2023 will be read in the General Assembly Meeting. The above mentioned report has been made available for the review of our Shareholders at the Company headquarter and our website.

5. Reading out, discussion and approval of the Financial Statements for the fiscal year 2023 prepared in accordance with the regulations of CMB

Pursuant to the relevant regulations, 2023 Financial Statements will be read, discussed in the General Assembly Meeting and submitted to approval of our Shareholders. The documents have been made available for review of our Shareholders at the Company Head Office and our website.

6. Acquittal of the members of the Board of Directors separately regarding their operations and transactions in 2023

Pursuant to the relevant regulations, the acquittal of the members of the Board of Directors separately for their activities, procedures and accounts for the year 2022 will be submitted for the approval of the General Assembly.

7. Discussion and approval of the proposal of the Board of Directors on profit distribution

As per the Board of Directors' resolution numbered 2024/7 and dated on March 25, 2024, It was unanimously decided:

  • 1) According to the Company's consolidated financial statements for the period between January 1, 2023- December 31, 2023, which were prepared and independently audited as per the Capital Markets Board's Communiqué on the "Principles of Financial Reporting in Capital Markets" (II-14.1), a Net Profit of TL 4,747,932,000.00 was recorded.
  • 2) As a result of the calculations made in accordance with the provisions of the Tax Procedure Law, Corporate Tax and Income Tax Laws, due to the deduction of the provision for the shares repurchased from the retained earnings, the accumulated losses are higher than the profit for the period. Therefore, there is no distributable net profit for the period.
  • 3) In order to maintain the Company's financial flexibility, the Net Distributable Profit of the fiscal year of 2023 will not be distributed, and will be transferred to the "Retained Earnings" account,
  • 4) And to submit this proposal for approval at the Ordinary General Assembly meeting for the year 2023.
  • 8. Submitting the decision taken by the Board of Directors of our Company at its meeting dated 25.05.2022 regarding the increase of the fund allocated for the repurchase programme, which was initiated in order to support the healthy price formation of MPARK shares in the share market, to contribute to the stability of the share price and its formation in accordance with its real value, to protect the shareholders and to offer them a more attractive long-term investment opportunity, to 2,150,000,000,00- Turkish Liras for the information of the shareholders,

The increase of the fund allocated for the buy-back programme initiated in accordance with the Capital Markets Board Communiqué on Buy-Back Shares numbered II.2.1 and Resolution No. 8/177 dated 14.02.2023 will be submitted for the information of the General Assembly.

9. In accordance with the Capital Markets regulations, the Turkish Commercial Code and Article 12 of the Company's Articles of Association, Mr. Temel Güzeloğlu and Mr. Temel Güzeloğlu, who were nominated as Independent Board Members by the Board of Directors on 22.02.2024 in place of the Independent Board Members whose term of office has expired. Temel Güzeloğlu and Mr. Betül Ebru Edin, who were nominated as Independent Board Members by the Board of Directors on February 22, 2024, for the approval of the General Assembly and to discuss and resolve on the determination of their remuneration,

In accordance with the re-election to replace the Independent Board Members whose term of office has expired, on February 22, 2024, the Company's Board of Directors elected Mr. Temel Güzeloğlu and Mr. Temel Güzeloğlu as the new members of the Board of Directors for the approval of the General Assembly. Temel Güzeloğlu and Mr. Betül Ebru Edin as Independent

Board Members for the approval of the General Assembly. Betül Ebru Edin as Independent Board Members for the approval of the General Assembly.

The remuneration of the independent members of the Board of Directors is to be paid on a monthly basis and accordingly, the monthly net remuneration to be paid between May 2024 and June 2024 has been determined as TL 100,000.

The names and resumes of the independent board member candidates, are provided in APPENDIX-2. Statements of Independent Status of the candidates for independent Board membership are also available in APPENDIX-3

Other board members (non-independent) will not receive any compensation for their service.

10. Election of Board of Directors members

The termination of duties of the Board of Directors members whose terms of office that will expire on May 14, 2024 and the election of the Board of Directors members of the Company for a period of 3 (three) years from the date of the General Assembly in accordance with Articles 12 and 13 of the Articles of Association will be submitted to the approval of the General Assembly.

11. Selection of the Independent Audit Company for the audit of the financial statements and reports for the year 2023 in accordance with the Article 399 of the Turkish Commercial Code numbered 6102, Capital Markets Law numbered 6362 and Article 24 of the Company's Articles of Association

In accordance with the CMB communiqué regarding the "Standards of External Independent Audit", the Board of Directors resolved to select DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (A Member of Deloitte Touche Tohmatsu Limited) as the independent auditor firm for the fiscal year 2024. This decision by the Board of Directors will be submitted for the approval of the General Assembly.

12. Informing the shareholders on the donations made by the Company in 2023 in accordance with the regulations laid down by the Capital Markets Board and Article 4 of the Company's Articles of Association and discussion and approval of the Board of Directors' proposal on the ceiling of donations to be made in 2024

In accordance with the relevant regulations, the General Assembly will be informed about the donations made within the year 2023. Our Company has donated a consolidated amount of TL8,300,446.88 in 2023.

As stated in the resolution of Board of Directors dated April 17, 2024, in accordance with the Article 4 of the Company's Articles of Association, a TL30,000,000 ceiling for donations between January 01, 2024 and December 31, 2024, will be submitted for the approval of the General Assembly.

13. According to the regulations laid down by the Capital Markets Board, informing the shareholders on any income and benefits obtained by the Company by granting collaterals, pledges and mortgages in favor of third persons

The shareholders will be informed about any income and benefits obtained by the Company granting collaterals, pledges and mortgages in favor of third persons.

  • 14. Informing the General Assembly of the transactions, if any, within the context of Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board According to the Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board; "In cases where shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree conduct a significant transaction with the corporation or subsidiaries thereof which may cause a conflict of interest, and/or conduct a transaction on behalf of themselves or a third party which is in the field of activity of the corporation or subsidiaries thereof, or become an unlimited shareholder to a corporation which operates in the same field of activity with the corporation or subsidiaries thereof, such transactions shall be included in the agenda as a separate item for providing detailed information at the general assembly meeting on the matter and recorded in the minutes of meeting." The General Assembly will be informed whether or not such a transaction took place in 2023.
  • 15. Authorization of the members of the Board of Directors about the transactions and operations in the context of the Articles 395 and 396 of the Turkish Commercial Code As the performance of transactions by the members to the Board of Directors, under Article 395 of the TCC, titled "Prohibition of Transactions and Borrowing with Company" and Article 396, titled "Non-Competition," may only be possible with the approval of the General Assembly, the issuance of the authorization in question will be presented for approval of our shareholders in the General Assembly.

16. Petitions and requests

APPENDIX-1 PROXY

POWER OF ATTORNEY

MLP SAĞLIK HİZMETLERİ A.Ş.

I/we hereby appoint .............................................................., further identified below, as my/our representative to represent me/us and vote, submit proposals and sign documents on my/our behalf, within the framework of the instructions below, at the annual general assembly meeting of MLP Sağlık Hizmetleri A.Ş., scheduled for 10:00 a.m. on May 13, 2024, Monday, at the address of "Liv Hospital Vadistanbul Ayazağa Mahallesi, Kemerburgaz Caddesi, Vadistanbul Park Etabı, 7F Blok Sarıyer, İstanbul".

Name, Surname / Commercial Title of the Proxy

....................................................................................................................................................... Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Proxy

.......................................................................................................................................................

(*) For foreign proxies equivalent of the required information must be provided

A) SCOPE OF REPRESENTATIVE AUTHORITY

For Sections 1 and 2 provided below either (a), (b) or (c) must be chosen to indicate the

scope of representative authority.

1.With Respect to the Agenda Items:

a) The Proxy is authorized to vote at its own discretion.

b) The Proxy is authorized to vote in accordance with the proposals of the Company management.

c) The Proxy is authorized to vote in accordance with the instructions below.

Instructions:

If the Shareholder chooses option (c) above, the Shareholder will provide instructions to the Proxy by indicating its vote on each agenda item and by also indicating its dissenting opinion, if any, for the agenda items voted against.

Agenda Items In Against Dissenting Opinion
Favor
1. Opening of the meeting and establishment of the
Board of the General Assembly,
2. Authorization of the Board of the General
Assembly to sign the Meeting Minutes and the
List of Attendees,
3. Reading out and discussion of the Annual Report
of the Board of Directors for
the year 2023,
4. Reading out the report of the Independent Audit
Company for the fiscal year 2023,
5. Reading out, discussion and approval of the
Financial Statements for the fiscal year 2023
prepared in accordance with the regulations of
CMB,
6. Acquittal of the members of the Board of
Directors separately regarding their operations
and transactions in 2023,
7. Discussion and approval of the proposal of the
Board of Directors on profit distribution,
8. Submitting the decision taken by the Board of
Directors of our Company at its meeting dated
25.05.2022 regarding the increase of the fund
allocated for the repurchase programme, which
was initiated in order to support the healthy price
formation of MPARK shares in the share market,
to contribute to
the stability of the share price and
its formation in accordance with its real value, to
protect the shareholders and to offer them a more
attractive long-term investment opportunity, to
2,150,000,000,00-
Turkish
Liras
for
the
information of the shareholders,
9. In
accordance
with
the
Capital
Markets
regulations, the Turkish Commercial Code and
Article
12
of
the
Company's
Articles
of
Association, Mr. Temel Güzeloğlu and Mr. Temel
Güzeloğlu, who were nominated as Independent
Board Members by the Board of Directors on
22.02.2024 in place of the Independent Board
Members whose term of office has expired. Temel
Güzeloğlu and Mr. Betül Ebru Edin, who were
nominated as Independent Board Members by the
Board of Directors on February 22, 2024, for the
approval of
the General Assembly and to discuss
and
resolve
on
the
determination
of
their
remuneration,
10. Election of Board of Directors members,
11. In accordance with Article 399 of Turkish
Commercial Code No. 6102, Article 24 of the
Company Articles of Association, and relevant
regulations of Capital Markets Law No. 6362, it
is proposed to submit to the approval of the
shareholders
the
appointment
of
DRT
Independent
Audit
and
Certified
Public
Accountant
Financial
Advisory
Inc.
as
the
Independent Auditor for the examination of the
Company Financial Statements and Reports for
the year 2024,
12. Informing the shareholders on the donations made
by the Company in 2023
in accordance with the
regulations laid down by the Capital Markets
Board and Article 4 of the Company's Articles of
Association and discussion and approval of the
Board of Directors' proposal on the ceiling of
donations to be made in 2024,
13. According to the regulations laid down by the
Capital
Markets
Board,
informing
the
shareholders on any income and benefits obtained
by the Company by granting collaterals, pledges
and mortgages in favor of third persons,

14.
Informing
the
General
Assembly
of
the
transactions, if any, within the context of Article
1.3.6. of the Corporate Governance Communique
(II-17.1.) of the Capital Markets Board,
15.
Authorization of the members of the Board of
Directors about the transactions and operations in
the context of the Articles 395 and 396 of the
Turkish Commercial Code,
16.
Petitions and requests.

(*) Agenda items for the General Assembly will be listed one by one. If the minority shareholders propose another draft resolution, this draft resolution will also be indicated here.

2. Special Instructions Regarding Other Matters Arising During the Meeting Especially the Exercise of Minority Rights:

a) The Proxy is authorized to vote at its own discretion.

b) The Proxy is not authorized to vote on these matters.

c) The Proxy is authorized to vote in accordance with the special instructions below.

SPECIAL INSTRUCTIONS; Special instructions to the Proxy, if any, will be indicated here.

………………………………………………………………………………………………………………………………………..

B) The Shareholder will indicate the shares it wishes the Proxy to represent by choosing one of the following.

1. I approve the representation of the shares detailed below by the Proxy.
a) Series and Order:* …………………………………………………………………
b) Number:** …………………………………………………………………
c) Amount-Nominal Value of the Shares: …………………………………………………
d) Information on any Privileges attached to the Shares: …………………………
e) Bearer or Registered:* …………………………………………………………………
f) Ratio Against the Entire Number of Shares and Voting Rights of the Shareholder:
…………………………………………………………………
* Not required for dematerialized shares.
** For dematerialized shares group information will be provided instead of number.

2. I approve the representation of all my shares indicated in the list of attendees to be prepared by the CRA one day prior to the General Assembly by the Proxy. NAME, SURNAME OR COMMERCIAL TITLE OF THE SHAREHOLDER (*)

....................................................................................................................................................... Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Shareholder:

………………………………………………………………………………………………………………………

……………….

Address of the Shareholder:

………………………………………………………………………………………………………………………

……………….

(*) For foreign shareholders equivalent of the required information must be provided

SIGNATURE SEAL / SIGNATURE

APPENDIX-2: CURRICULUM VITAE OF INDEPENDENT BOARD MEMBERS

Temel Güzeloğlu

Born in 1969, Mr Güzeloğlu holds bachelor's degrees in Electrical and Electronics Engineering and Physics from Boğaziçi University. He holds a Master's degree in Electrical and Computer Engineering from Northeastern University and a Master's degree in Business Administration from Bilgi University. Mr Güzeloğlu served as Executive Vice President in charge of Retail Banking at Finansbank A.Ş. until August 2008 and has been serving as a member of the Executive Committee and Executive Vice President in charge of Retail Banking since then. Mr Güzeloğlu was appointed as General Manager in April 2010 and served in this position until the end of 2021. Mr. Güzeloğlu was appointed as a Member of the Board of Directors of QNB Finansbank A.Ş. as of 1 January 2022. Mr Güzeloğlu is also the Chairman of the Board of Directors of QNB Finans Yatırım, QNB eFinans, IB Tech, QNB Wise and a Board Member of QNB Sigorta. He will also serve as the Chairman of the Board of Directors of Enpara A.Ş.

In addition to his duties at QNB Finansbank, Mr Güzeloğlu worked at Unilever between 1994-1996, Citibank between 1996-2000 and McKinsey Consulting firm between 2000-2004.

Betül Ebru Edin

Betul Ebru Edin graduated from Boğaziçi University, Department of Civil Engineering in 1993 and completed her MBA at Işık University. In 1993, Ms. Edin started her career in banking and continued her career in the Corporate Banking Department at Garanti Bank in 1997 and assumed the position of Executive Vice President responsible for Project and Acquisition Finance in 2009. Since 2017, Mr Edin has been responsible for Corporate, Investment Banking and Sustainability and served at Garanti BBVA until 2022. Until 2022, he also served as Deputy Chairman of the Board of Directors at Garanti Yatırım ve Menkul Kıymetler A.Ş. and Board Member at Garanti Bank S.A. (Romania). Since 2023 September, Edin has been serving as a member of the Board of Directors of Fibabanka A.Ş.

Edin continues his work in civil society as the Chairman of the Board of Directors of the Sustainable Development Association (SKD), Board Member of the Istanbul Foundation for Culture and Arts (İKSV) and Board Member of the 30 Percent Club.

APPENDIX-3: STATEMENTS OF INDEPENDENT STATUS OF INDEPENDENT BOARD MEMBERS

In the context of the Article 4.3.6. of the Corporate Governance Communique (II-17.1.), I hereby declare that I comply with the independency criterias stated below with respect to MLP Sağlık Hizmetleri A.Ş. and this compliance will continue for the remainder of my independent membership of the Board of Directors.

• No employment relationship has been established during the last five years between me, my spouse and my relatives by blood or marriage up to second degree and the company, partnerships which the company controls the management of or has material influence over or shareholders who control the management of or have material influence over the company and legal entities which these shareholders control the management of, which has caused me to assume important duties and responsibilities in an executive position nor have I/we individually or jointly held more than 5% of the capital or voting rights or privileged shares in or established a material business relationship with the same,

• I was not a shareholder of (5% and more) nor held an executive position which would cause me to assume important duties and responsibilities or officiated as a board member, during the last five years, in any company from or to which the company purchases or sells a substantial quantity of services or products based on agreements made, during the periods these services or products were sold or purchased including especially those companies which carry out audit (including tax audits, legal audits, internal audits), rating and consultancy services for the company,

• I have the professional education, knowledge and experience necessary to duly carry out the duties which I shall assume due to my position as an independent board member,

• I am not a full time employee with any public entity or organization following my election as a member with the exception of employment as a university professor provided that such employment is in compliance with the laws and regulations that are applicable to universities,

• I am assumed to be a resident in Turkey in accordance with the Income Tax Law dated December 31, 1960, numbered 193,

• I have strong ethical standards, professional reputation and experience that shall allow me to contribute positively to the activities of the company, maintain partiality in conflicts of interests between the company and its shareholders and decide freely by taking into account the rights of beneficiaries;

• I am able to dedicate a sufficient amount of time to the affairs of the company in a manner to follow up the conduct of company activities and duly perform the duties I have assumed,

• I did not officiate as a board member at the board of directors of the company for longer than 6 years during the last ten years,

• I am not officiating as an independent board member with more than three of the companies which the company controls or shareholders that control the management of the company control the management and in total more than five of the companies which are traded on the stock exchange and that therefore, I will serve in my position as a member of the Company's Board of Directors as an independent board member,

• I have not been registered and announced as a board member representing the legal entity for which I will be elected and so that I will be performing my duties as an independent board member.

Name Surname: Temel Güzeloğlu, Betül Ebru Edin

Date: February 21, 2024

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