Proxy Solicitation & Information Statement • Mar 8, 2024
Proxy Solicitation & Information Statement
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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.
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 |
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| 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, |
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| 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 |
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| 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, |
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| 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, |
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| 10. Determining annual gross remunerations of the Members of the Board of Directors, |
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| 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" |
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| 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, |
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| 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, |
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| 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:
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.
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.
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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