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ÜLKER BİSKÜVİ SANAYİ A.Ş.

Pre-Annual General Meeting Information Apr 1, 2024

5974_rns_2024-04-01_d4c4687c-0b41-45c5-b7a9-e5c13419d5b8.pdf

Pre-Annual General Meeting Information

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Ülker Bisküvi Sanayi Anonim Şirketi

INVITATION TO THE GENERAL ASSEMBLY MEETING DATED MAY 2, 2024

Dear Valued Shareholder

The Annual Shareholders Meeting of our Company for the year 2023 will be held on May 2,2024 at 11:00 am at the Company headquarters located at Kısıklı Mah. Ferah Cad. No:1 B.Çamlıca Üsküdar-İstanbul and will convene to discuss the following agenda items.

The Financial Statements of the Company and the Independent Auditor's Report for the year 2023, the proposal of the Board of Directors regarding the use of the Company profit, the Company's Corporate Governance Compliance Report, the proposed amendments to the Company Articles of Association and the Information Document relating to the other agenda items are made available for the review of our shareholders, starting from three weeks prior to the meeting, at our Company headquarters, at our corporate website http://ulkerbiskuviinvestorrelations.com and the Electronic General Assembly Portal of the Central Registry Agency

In accordance with Article 415 paragraph 4 of the Turkish Commercial Code No. 6102 and Article 30 paragraph 1 of the Capital Markets Law No. 6362, attendance and voting at the General Assembly is not conditional upon the deposit of Company shares at the Central Registry Agency. Therefore, our shareholders do not have to block their Pegasus shares in the event they would like to attend the General Assembly Meeting.

Within the framework of the provisions of the Communiqué on Principles and Procedures for Keeping Records Regarding Capital Market Instruments numbered II-13.1 and Capital Markets Law numbered II-13.1; The list of the holders of shares that can be attended to the General Assembly is arranged according to the ın Shareholding Schedule en to be provided by the Central Registry Agency. The necessary information can be obtained from the Central Registry Agency and www.mkk.com.tr.

Our shareholders who will vote through the Electronic General Assembly System may refer to the Central Registry Agency (https://egk.mkk.com.tr/egkweb/en/) for more information on their obligations stipulated in the Regulations and Communiqués regarding Electronic General Assembly participation

In accordance with the provisions of the Capital Markets Board Communiqué No. II-30.1 regarding Proxy Voting and Call for Proxies, published in the Official Gazette dated December 24, 2013 and numbered 28862, our shareholders who will have themselves represented at the meeting through proxy must produce their proxy form in line with the proxy form disclosed by the Company and are required to present the signed proxy, certified by a Turkish notary public or the signed proxy alongside a signature circular certified by a Turkish notary public. Proxies appointed electronically through the Electronic General Assembly System do not have to present any written proxy statement. Voting at the General Assembly will be made by show of hands, with provisions relating to electronic voting being reserve

We request the attendance of our shareholders ÜLKER BİSKÜVİ SANAYİ A.Ş.

AGENDA FOR THE ANNUAL GENERAL ASSEMBLY MEETİNG DATED 02 MAY, 2024

    1. Commencement and establishment of the Meeting Chairing Committee
    1. Authorization of the Minutes of the General Assembly Meeting to be signed by the Presidency of the Meeting
    1. Review, and discussion of the annual report of the Board of Directors for the 2023 fiscal year
    1. Review of the Independent Auditor's Report relating to the fiscal year 2023
    1. Review, discussion, and approval of the consolidated financial statements for the fiscal year 2023
    1. Discussion and resolve of the acquittal of the members of the Board of Directors separately for the activities and transactions of the fiscal year 2023
    1. The determination of the salaries of the Board of Directors members and their entitlements such as attendance fees, bonuses, and incentives.
    1. Review and approval of the Board of Directors' proposal for the utilization of the 2023 profit?
    1. Discussion and resolve of the proposal of the Board of Directors regarding the selection of an independent external auditor for the auditing of the 2023fiscal year accounts and transactions in accordance with the Turkish Commercial Code and capital market legislation
    1. Submission of information to the shareholders on donations and charitable contributions made in 2023 and determination of the maximum ceiling for donations and charitable contributions to be made for the period 01/01/2024- 31/12/2024
    1. Submission of information to the General Assembly with respect to security, pledge, mortgage and surety provided by the Company for the benefit of third parties
    1. Granting authority to Members of Board of Directors according to Articles 395 and 396 of Turkish Commercial Code.:
    1. Closing

Ülker Bisküvi Sanayi Anonim Şirketi

POWER OF ATTORNEY

ULKER BISKUVI SANAYI ANONIM SIRKETI

I hereby appoint …………………….…………. as my proxy to represent myself, to vote, to submit proposals and to sign the necessary documents in accordance with the below specified scope at the Ordinary General Assembly Meeting of ÜLKER BİSKÜVİ SANAYİ A.Ş. on 02/05/2024 at 11:00 am the Company headquarter "Kısıklı Mahallesi, Ferah Caddesi No:1 Büyükçamlıca Üsküdar/İstanbul"

The Attorney's(*):

Name Surname/ Trade Name:

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number:

(*) Foreign attorneys should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATIVE POWER

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly:

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is authorized to vote on proposals of the attorney partnership management.

c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Agenda Items (*) Accept Reject Dissenting
Opinion
1
2
3

(*) The issues included in the agenda of the General Assembly are itemized one by one. If the minority has another

draft resolution, necessary arrangements should be made to enable them vote by proxy.

2. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

a) The attorney is authorized to vote according to his/her opinion.

b) The attorney is not authorized to vote in these matters.

c) The attorney is authorized to vote for agenda items in accordance with the following instructions:

SPECIAL INSTRUCTIONS: The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as follows:

a) Order and Serial(*)

b) Number / Group (**)

c) Amount-Nominal Value

ç) Share with voting power or not

d) Bearer-Registered(*)

e) Ratio of the total shares/voting rights of the shareholder

*Such information is not required for the shares which are followed up electronically.

**For the shares which are followed up electronically, information related to the group will be given instead of number.

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly Meeting.

NAME SURNAME OR TITLE OF THE SHAREHOLDER (*)

TR ID Number/ Tax ID Number, Trade Register and Number and MERSIS (Central Registration System) Number: Address:

(*) Foreign attorneys should submit the equivalent information mentioned above.

SIGNATURE

Kısıklı Mah. Ferah Cad. No:1 Üsküdar 34692 İstanbul T_0216 524 29 00 F_0216 316 43 44 - Büyük Mükellefler V.D.No: 9060022039 Mersis No: 0906002203900012- KEP Adresi: [email protected] Tic.Sic.No: 41603 - www.ulker.com.tr – www.ulkerbiskuvi.com.tr

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