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ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş. INFORMATION DOCUMENT FOR 2022 ORDINARY GENERAL ASSEMBLY DATED 20.12.2023

ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş.

INVITATION LETTER FOR THE

2022 ORDINARY GENERAL MEETING DATED 20.12.2023

The Ordinary General Meeting of our company will be held to discuss the agenda items given below at 11:30 on Wednesday, 20 December 2023 at Nidakule Kuzey Ataşehir Barbaros Mahallesi Begonya Sokak No:3 B3 katı 34746 Ataşehir/ İstanbul.

The shareholders can participate in the Ordinary General Assembly of our Company physically or electronically, in person or by proxy. Participation in the General Assembly electronically media is possible with the secure electronic signatures of the shareholder or their representatives. To this end, the shareholders that shall carry out transactions in the Electronic General Assembly System (EGKS) have to register to the Central Securities Depository of Turkey (Merkezi Kayıt Kuruluşu A.Ş. (MKK)) e-MKK Bilgi Portalı (Information Portal) and enter their information through a secure electronic signature. It is not possible for the shareholders or their representatives who have not registered to the E-MKK Bilgi Portalı and do not have electronic signatures to participate in the General Assembly over electronically.

Our shareholders who wish to participate in the General Meeting in person can use the rights related to their shares registered in the "Shareholders List" included in the MKK system by submitting their identification cards.

The shareholders who cannot participate in the meeting personally in either physical or electronically have to issue their powers of attorney in accordance with the example below or obtain an example of the power of attorney form from the Company Headquarters or the Company Web site at www.odasenerji.com and they should carry out the other issues stipulated in the "Communiqué on Voting by Proxy and Collection of Powers of Attorney by Invitation" No. II-30-1 of the Capital Market Board that was published in the Official Gazette dated 24 December 2013 and numbered 28861 and submit their powers of attorney, the signatures of which have been certified by a notary public, as attached to the Power of Attorney Form bearing their own signatures.

With the provisions of electronic voting related to the Agenda Items of the Ordinary General Assembly Meeting remaining reserved, open ballot method shall be used through raising hands.

As per article 415 paragraph 4 of the Turkish Trade Law numbered 6102 and article 30 paragraph 1 of the Capital Market Law numbered 6362, the right to participate and vote in the General Assembly shall not be dependent on the condition of reservation of the share certificates.

The detailed Information Document that comprises of the Board of Directors' Annual Report, Auditor's Report, Financial Statements for the year 2022 prepared within the framework of the provisions of the Capital Market Law and the related legislations, and the explanations and related documents within the framework of mandatory Corporate Governance Principles related to the proposal regarding Profit Distribution shall be made available within the legal period, 3 weeks before the meeting, for review by our Shareholders at the Company Headquarters and the Company Internet site at www.odasenerji.com

The stakeholders are also invited to the General Assembly meeting, but without the right to speak. We submit this information for our Shareholders and request their attendance.

ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş.

ADDITIONAL EXPLANATİONS IN LINE WITH THE CAPITAL MARKET LAW AND THE CORPORATE GOVERNANCE COMMUNIQUE

Our explanations made within the scope of Article 1.3.1 of the Corporate Governance Principles annexed to the Corporate Governance Communiqué numbered II.17.1 are given below:

1. Shareholder Structure and Voting Rights

The following table shows the current shareholder structure and voting rights of our shareholders:

Shareholders Group A Group B Total Share
Percentage
Number of
Votes
Voting
Rights (%)
BURAK ALTAY 4,277,820 217.119.667,56 221,397,487.56 15.81% 281,286,968 18.51%
ABDULKADİR
BAHATTİN
ÖZAL
4,277,820 63.921.406,56 68,199,226.56 4.87% 128,088,707 8.43%
BB ENERJİ
YATIRIM
SANAYİ VE
TİC. A.Ş.
- 39.619.143,31 39,619,143.31 2.83% 39,619,143 2.61%
DİĞER - 1.070.784.142,57 1,070,784,142.57 76.48% 1,070,784,143 70.46%
TOPLAM 8,555,640 1,391,444,360.00 1,400,000,000.00 100.00% 1,519,778,960 100.00%

Group (A) shares have privilege in the determination of the members of the board and in voting in the general meeting within the framework of articles 7, 8 and 10 of these Articles of Association (the Board of Directors, nomination for the Board of Directors, election of the chairman and the deputy chairman, representing the company and right to vote at the General Meeting).

At the ordinary and extraordinary General meetings of the company, group (A) shareholders shall have the right for 15 votes for each share while group (B) shareholders shall have right for 1 vote for each vote.

Two members of the Board of Directors which consists of minimum five (5) members must be elected by the general assembly among the members to be nominated by Group (A) shareholders.

2. Management And Activity Changes In The Company And Affiliates, Which May Substantially Affect The Corporate Activities

There are no change in the management and business activities of the company and affiliates, realized in the last accounting year, or planned for the subsequent accounting year as to substantially affect the partnership activities.

3. Matters To Be İncluded İn The Agenda Upon Request Of The Shareholders

No proposal (i.e. request in writing to be included in the meeting agenda) was presented by shareholders for the Ordinary General Meeting of 2022 to Investor Relations Department.

INFORMATION FOR THE AGENDA ITEMS SUGGESTED FOR DISCUSSION IN THE 2022 ORDINARY GENERAL MEETING

1. Opening and Election of the Meeting Chairman

The Meeting Chairman will be elected to manage the General Meeting in accordance with the "Turkish Commercial Code (TCC) No. 6102", and the "Regulations on the Procedure and Rules for Joint Stock Company General Meetings and the Commissaries of the Ministry of Customs and Commerce to attend such meetings" (hereinafter called "Regulations" or "General Meeting Regulations") and Clause 7 of the General Meeting Bylaws.

2. Authorization of the Meeting Board to Sign the Minutes of Meeting

It will be presented for the approval of the shareholders to authorize the Meeting Board for recording of the General Meeting Resolutions in accordance with the Turkish Commercial Code, Regulations and Corporate laws on General Meeting Rules.

3. Reading, discussion and approval of the 2022 Annual Report prepared by the Board of Directors

In line with the Turkish Commercial Code, Regulations and the Capital Market Law and related regulations, Shareholders will be to informed, and shall approve of the shareholders for the 2022 Annual Report and Corporate Governance Communique Adaptation Report.

These reports shall be available for shareholders at the company's head office, at the Electronic General Meeting Portal of MKK, and company's website at www.odasenerji.com three weeks before the General Meeting.

4. Reading, discussion and approval of the Independent Audit Report for the 2022 Accounting Year

A summary of the Independent Audit Report issued in line with the Turkish Commercial Code, Regulations and the Capital Market Law and related regulations, and published for three weeks before the date of meeting in the corporate principal office, the Electronic General Meeting Portal of MKK, and the company's website at www.odasenerji.com will be read, and explained to the General Meeting.

5. Reading, discussion and approval of the Balance Sheet and Profit-Loss Statement for the 2022 Accounting Year

The Balance Sheet, Profit-Loss Statement for t fiscal year of 2022 issued as per Turkish Commercial Code, Regulations and the Capital Market Law and related regulation which are available three weeks before the General Meetings at company head office, the Electronic General Meeting Portal of MKK, and company's website at www.odasenerji.com shall be read to inform, and ask for approval for the shareholders.

6. Discussing and deciding on the Board of Directors' proposal regarding the company's profit distribution for 2022

Within the framework of the consolidated financial statements for the accounting period 01.01.2022 - 31.12.2022 prepared in accordance with the Turkish Accounting/Financial Reporting Standards , the Turkish Commercial Code and the Capital Markets Law and audited by As Bağımsız Denetim Anonim Şirketi (Nexia International) and the tables formed in accordance with the principles of the Tax Procedure Law from the activities in 2022 the Board of Directors of aunamiously decided not to distribute dividend as a result of the evaluation of the distributable profit figures in the financial statements and to be retained in the Company's equity. The Board resolution will be submitted for approval of our shareholders at the General Assembly.

The table prepared in accordance with the Dividend Distribution Table format in the Dividend Communiqué numbered II-19.1 of the Capital Markets Board and the Dividend Guideline announced in accordance with this communiqué is given in Table 1.

ODAS ELEKTRİK URETİM SANAYi A.Ş 2022 Profit Distribution Table (TL)
1. Paid/Issued Capital 1.400.000.000
2. General Legal Reserve (As Per Legal Records) 1.552.749
Information Regarding Profit Distribution Privileges Recognized by the Articles of Association,
If Any
As Per CMB As Per Statuory
Financials
3. Profit for the Year 1.474.213.194 85.521.510
4. Taxes ( -) 242.752.569
5. Net Profit for the Year ( = ) 1.716.965.763 85.521.510
6. Previous Years Loses ( - ) (493.286.234) (46.770.982)
7. General Legal Reserve ( - )
8. Distributable Net Profit for the Year (=) 1.223.679.529 38.750.528
9. General Donations Made Within the Year ( + ) 2.127.862
10. Net Distributable Profit of the Year, After Adding the
Donations 1.225.807.391 38.750.529
11. First Dividend to Shareholders
-Cash
-Bonus
- Sum 0
12. Dividend Distributed to Previleged Shareholders
13 Other Distributed Profits
-To the Members of Board of Directors,
-Employees
-To Non-Shareholder Third Parties
14. Dividend Distributed to Shareholders of Redeemed Shares
15. Second Dividend To Shareholders
16. Second General Legal Reserve
17. Statuary Reserves
18. Special Reserves
19. Reserve for Contingencies
20. Other Proposed Distributable Resources 0 0
Share Premiums and Discounts
GROUP Total Distributed Dividend Total Distributed Dividend/ NET Distributable Profit Dividend Corrosponding to 1 TRY Nomibal Value Share
NET Cash (TL) Bonus (TL) Percentage (%) Amount (TL) Percentage(%)
- - - - - - -

7. Deciding on the acquittal of the Board of Directors members individually for the Company activities in 2022

Within the framework of the provisions of the Turkish Commercial Code and Regulation, the acquittal of our Board members individually for their activities, transactions and accounts for 2022 will be submitted to the approval of the General Assembly.

8. Election of the Board of Directors Members and Determination Their Term of Office

In accordance with the relevant regulations, the General Assembly will determine the number of members of the Board of Directors and the proposed candidates will be submitted to the approval of the General Assembly. On the other hand, pursuant to the Corporate Governance Principles, our Company is required to have at least 2 independent members on the Board of Directors.

In this context, information about the independent member candidates is disclosed to the public through this information document together with the announcement of the General Assembly meeting.

Within the framework of the report of the Corporate Governance Committee, the Board of Directors has sent its resolution on the election of Ms. Zehra Zeynep Dereli and Mr Umut Apaydın as independent member candidates to the Capital Markets Board for opinion pursuant to Article 4.3.7 of the appendix of the Corporate Governance Communiqué numbered II-17.1. It has been informed by the Capital Markets Board in its letter dated 23.06.2023 and numbered E-29833736-110.07.07.07-39089 that no negative opinion has been expressed regarding the candidates to be independent board members.

The resumes of the new Board member candidates are given in Annex-1 and the appointment of the Board member candidates will be submitted to the approval of the General Assembly. Declarations of independence of the independent member candidates are also presented in Annex-2.

9. Determination of Monthly Remunerations of Board of Directors Members

Within the scope of the Company's Remuneration Policy, the monthly remuneration amount of the members of the Board of Directors will be determined.

10. General Assembly's Approval for the Independent Audit Company suggested by the Board of Directors for auditing the Corporate Financial Statements and Board of Directors' Reports of 2023 in accordance with the Turkish Commercial Code and the Capital Market Board Regulations

In accordance with the Turkish Commercial Code and the CMB regulations, the formal opinion of the Audit Committee was taken in the Board of Directors' Meeting on 20.06.2023, whereupon it was decided to appoint "As Independent Auditors Inc. (Nexia International)" to audit the corporate financial statements and Board of Directors activity reports for 2023, which will be presented for approval of the General Assembly.

11. Informing the shareholders for the donations made by the Company in 2022

Donations and grants made in 2022 will be reported to the shareholders during the ordinary general meeting as per Paragraph 6 of the Dividends Communique No. II-19.1 of the Capital Market Board.

12. Decision on the limits of donations and grants to be made by the Company in 2023

The General Assembly will determine the maximum limit of donations and grants to be made in 2023 as per Paragraph 6 of the Dividends Communique No. II-19.1 of the Capital Market Board.

13. Informing the Shareholders on the securities, pledges, liens and bails given to the third persons in 2022 as per the respective regulations of the Capital Market Board, and the consequent incomes and benefits

As per Section 12 of the Capital Market Board's Communique on Corporate Management No. II-17.1, it will be informing the securities, liens, mortgages and bails given by the Company and/or Affiliates to the third persons and the consequent incomes and benefits uner a separate item of the General Meeting agenda.

14. Informing shareholders as part of the Capital Market Board Corporate Governance Communiqué's Annex clause 1.3.6.

Shareholders will be informed if any action was taken as part of the Capital Market Board Corporate Governance Communiqué's Annex clause 1.3.6.

15. Informing the shareholders for the transactions handled with the related parties in 2022 within the framework of the regulations of the Capital Market Board

The General Assembly will be informed if any transactions handled in 2022 with the related parties within the framework of the Capital Market Board's regulations.

16. Authorizing the Board of the Directors as part of the articles 395 and 396 of Turkish Commercial Code

The authorization of the Board of Directors as part of the articles 395 and 396 of Turkish Commercial Code will be presented for approval of the General Assembly.

17. Wishes and Opinion

At the end of the agenda, if there are any questions from shareholders, necessary explanations will be made.

ANNEXES: ANNEX-1: CV OF BOARD MEMBER CANDIDATES ANNEX-2: DECLARATIONS OF INDEPENDENCE OF INDEPENDENT BOARD MEMBER CANDIDATES EK-3: POWER OF ATTORNEY

ANNEX-1 CV OF BOARD MEMBER CANDIDATES

Sn. Abdulkadir Bahattin Özal

After completing his primary and secondary education at TED Ankara College, he graduated from Üsküdar Cumhuriyet High School. In 1985, he enrolled in ITU Department of Control and Computer Engineering, and in 1988, after completing his education at Boğaziçi University Department of Physics Engineering, he started his business life. He worked as a manager in many companies in the construction, import, export and energy sectors. Mr. Özal is also the Chairman of Arsın Enerji Elektrik Üretim San Tic. A.Ş. (Chairman of the Board of Directors) Aköz Enerji Elektrik Üretim San Tic A.Ş. (Chairman of the Board of Directors) Hidro Kontrol Elektrik Üretim Sanayi Tic. A.Ş. (Chairman of the Board of Directors).

Sn. Burak Altay

After graduating in 1999 from Koç University, Department of Business Administration, he completed his master's degree in financial law at Marmara University and worked as an assistant in cost accounting at Koç University. Mr. Altay is also the Chairman of Çan2 Termik A.Ş. (Chairman of the Board of Directors), Arsın Enerji Elektrik Üretim San Tic. A.Ş. (Vice Chairman of the Board of Directors), Hidro Kontrol Elektrik Üretim San Tic. A.Ş. (Board Member).

Sn. Hafize Ayşegül Özal

Graduated in 1972, Mr. Özal started working at the Aköz Foundation in 1994 and was appointed as the Director of the Foundation in 1996. He is currently a member of the Board of Directors of the Aköz Foundation, which provides scholarships to 250 students and supports many students and people in need. Mr. Özal is also a member of the Board of Directors of Aköz Tic. Müşavirlik ve Mümessillik A.Ş. (Board Member), Hidro Kontrol Elekrik Üretim San. A.Ş. (Board Member), Arsın Enerji Elektrik Üretim San Tic. A.Ş. (Board Member) Aköz Enerji Elektrik Üretim San. Tic. A.Ş. (Board Member).

Sn. Zehra Zeynep Dereli (Nominee of Independent Board Member)

Mrs. Dereli holds an MA in Development Economics from SOAS University in London and a BA in economics and a certificate in mathematics and Middle Eastern studies from Princeton University. She started his career at Dundas & Ünlü Securities in Istanbul, working in the Mergers and Acquisitions department. He then joined Shell Trading and Shipping in London where he worked in the Risk Analysis, Research and Compliance teams. After returning to Turkey, she worked as a Financial Analyst and Supply Analyst at Shell Turkey. Mrs. Dereli continued her career by assuming duties in various organizations that support the development of the Turkish economy. She was also the director of the Atlantic Council Black Sea Energy and Economic Forum, and for a period he prepared and presented the weekly program "Leaders and Decisions" on the political agenda on SKY Türk and CNBC-E channels. Moreover, Mrs. Dereli is the founder and CEO of GLOW Communications and APCO Turkey, before launching the social responsibility project DRUM (Dialogue, Respect and Understanding through Music). Ms. Dereli, who founded Turkey's first Technology and Human Colleges (Tink), which focuses on people, in order to raise technology literates and entrepreneurs of the future by taking into account the cultural needs of the society, was also awarded the female entrepreneur of the year award by Ekonomist Magazine in 2021. Ms. Dereli, who continues to serve as a member of the executive board and CEO of industrial companies at Calinos Holding, is involved in other social responsibility projects, including ITU BMT-KAUM Advisory Board, TÜBİSAD and WTech, and Endeavour, which she co-founded.

Sn. Umut Apaydın (Nominee of Independent Board Member)

Mr. Apaydın graduated from Darmstadt Institute of Technology, Germany in 1998 with a double major in Mechanical Engineering and Business Administration. Immediately after graduation, Mr. Apaydın started his career as a Debt Markets Analyst at JP Morgan Securities in New York between 1998 and 2009, where he served as Partner and Vice President in Private Equity, Structured Credit Products and Alternative Investments. In 2009, Mr. Apaydın continued his career at Sunrise Securities as General Director of Investor Relations and Marketing, where he was involved in the creation of the MLP fund, a type of private equity.

Between 2009-2012, Mr. Apaydın worked as Global Marketing and Investor Relations Director at Indicus Advisors LP, a capital investment and consulting company. Between 2012 and 2016, Mr. Apaydın continued his career at Koç Holding, where he played an active role in strategic planning, mergers and acquisitions in the Group's Tourism, Food and Retail businesses. Between 2014 and 2016, he worked as Business Development Director at Setur A.Ş., Koç Group's tourism business. From 2016 to 2019, Mr. Apaydın worked at Brightstar Corp. as Senior Director of International Product Management, International Business Development, Global Sales and Portfolio Management for Financial Services and Insurance Services in the U.S. and Canada, and then as Financial Advisor at Prudential Advisors Miami in 2019 and Mass Mutual Miami in 2020. Mr. Apaydın speaks fluent German, French, Italian, English and advanced Spanish.

ANNEX-2 DECLARATIONS OF INDEPENDENCE OF INDEPENDENT BOARD MEMBER CANDIDATES

I hereby declare that, with respect to Odaş Elektrik Üretim Sanayi Tic. A.Ş. I am a candidate to serve as an "Independent Member" in the Board of Directors within the scope of the criteria set forth in the legislation, articles of association and the Capital Markets Board's (CMB) Corporate Governance Communiqué;

Due to my election to the Board of Directors as an "Independent Member", in accordance with the regulations of the Capital Markets Board on Corporate Governance

  • a) ODAŞ Elektrik Üretim ve Ticaret A.Ş. ("ODAŞ Enerji"), or partnerships in which the company has management control or significant influence, or shareholders who control the management of the company or have significant influence in the company, and legal entities controlled by these shareholders, and myself, my spouse and my blood relatives and relatives by marriage up to the third degree; there is no employment relationship in a managerial position to undertake important duties and responsibilities in the last five years, no joint or sole ownership of more than 5% of the capital or voting rights or privileged shares, or no significant commercial relationship has been established
  • b) In the last five years, I have not worked as a partner (5% or more), in a managerial position to assume important duties and responsibilities, or as a member of the board of directors in companies from which the company purchases or sells services or products to a significant extent within the framework of the agreements made, especially in the audit (including tax audit, legal audit, internal audit), rating and consultancy of the company, during the periods when services or products were purchased or sold,
  • c) I have the professional training, knowledge and experience to duly fulfil the duties I will undertake as an Independent Board Member
  • d) I do not work full-time in public institutions and organisations,
  • e) I am deemed to be resident in Turkey according to the Income Tax Law,
  • f) I have strong ethical standards, professional reputation and experience to contribute positively to the activities of ODAŞ Energy, to maintain my impartiality in conflicts of interest between shareholders, and to make decisions freely by taking into account the rights of stakeholders,
  • g) I will be able to allocate time for company affairs to the extent that I can follow the functioning of ODAŞ Energy's activities and fully fulfil the requirements of the duties I have undertaken,
  • h) I have not been a member of the board of directors of the Company for more than six years within the last ten years,
  • i) I am not serving as an independent member of the board of directors in more than three of the companies controlled by the company or the shareholders who control the management of the company and/or in more than five of the companies traded on the stock exchange in total

Yours Sincerely

Umut Apaydın

ANNEX-2 DECLARATIONS OF INDEPENDENCE OF INDEPENDENT BOARD MEMBER CANDIDATES

I hereby declare that, with respect to Odaş Elektrik Üretim Sanayi Tic. A.Ş. I am a candidate to serve as an "Independent Member" in the Board of Directors within the scope of the criteria set forth in the legislation, articles of association and the Capital Markets Board's (CMB) Corporate Governance Communiqué;

Due to my election to the Board of Directors as an "Independent Member", in accordance with the regulations of the Capital Markets Board on Corporate Governance

  • a) ODAŞ Elektrik Üretim ve Ticaret A.Ş. ("ODAŞ Enerji"), or partnerships in which the company has management control or significant influence, or shareholders who control the management of the company or have significant influence in the company, and legal entities controlled by these shareholders, and myself, my spouse and my blood relatives and relatives by marriage up to the third degree; there is no employment relationship in a managerial position to undertake important duties and responsibilities in the last five years, no joint or sole ownership of more than 5% of the capital or voting rights or privileged shares, or no significant commercial relationship has been established
  • b) In the last five years, I have not worked as a partner (5% or more), in a managerial position to assume important duties and responsibilities, or as a member of the board of directors in companies from which the company purchases or sells services or products to a significant extent within the framework of the agreements made, especially in the audit (including tax audit, legal audit, internal audit), rating and consultancy of the company, during the periods when services or products were purchased or sold,
  • c) I have the professional training, knowledge and experience to duly fulfil the duties I will undertake as an Independent Board Member
  • d) I do not work full-time in public institutions and organisations,
  • e) I am deemed to be resident in Turkey according to the Income Tax Law,
  • f) I have strong ethical standards, professional reputation and experience to contribute positively to the activities of ODAŞ Energy, to maintain my impartiality in conflicts of interest between shareholders, and to make decisions freely by taking into account the rights of stakeholders,
  • g) I will be able to allocate time for company affairs to the extent that I can follow the functioning of ODAŞ Energy's activities and fully fulfil the requirements of the duties I have undertaken,
  • h) I have not been a member of the board of directors of the Company for more than six years within the last ten years,
  • i) I am not serving as an independent member of the board of directors in more than three of the companies controlled by the company or the shareholders who control the management of the company and/or in more than five of the companies traded on the stock exchange in total

Yours Sincerely

Zehra Zeynep Dereli

ANNEX-3: POWER OF ATTORNEY

POWER OF ATTORNEY ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET A.Ş.

I hereby assign …………... with the detailed information below as my proxy to represent me, to vote, to make proposals, and to sign the required documents in parallel with the opinions I have specified below in the Ordinary General Meeting of ODAŞ ELEKTRİK ÜRETİM SANAYİ TİCARET ANONİM ŞİRKETİ for the year 2022 to be held at 11.30 on Wednesday, 20 December 2023 at Nidakule Kuzey Ataşehir Barbaros Mahallesi Begonya Sokak No:3 B3 katı 34746 Ataşehir/ İstanbul.

The Proxy's(*)

Name Surname/Commercial Title:

Republic of Turkey ID No/Tax No:

Trade Registry and Number and MERSIS number::

(*) For proxies of foreign nationality, the equivalent of the listed information, if any, must be submitted.

A) SCOPE OF THE REPRESENTATION POWER

For the sections 1 and 2 below, one of the options from (a), (b), or (c) should be chosen to specify the authorization scope.

    1. Regarding the Items included in the General Assembly Agenda
  • a) The proxy is authorized to vote as per their opinions.
  • b) The proxy is authorized to vote as per the opinions of the corporate management.
  • c) The proxy is authorized to vote in accordance with the following instructions.

Instructions:

In case the shareholder chooses option (c), the instructions for each agenda item is given by checking the options (accept or reject) given against the related general assembly item and, if the reject option is chosen, then by the dissenting opinion requested to be written in the general assembly minutes, if any.

Meeting Agenda Accept Reject Dissenting
Opinion
1 Opening and Election of the Meeting Chairman
2 Authorization of the Meeting Board to Sign the Minutes of Meeting
3 Reading, discussion and approval of the 2022 Annual Report prepared by the
Board of Directors
4 Reading, discussion and approval of the Independent Audit Report for the 2022
Accounting Year
Dissenting
Meeting Agenda Accept Reject Opinion
5 Reading, discussion and approval of the Balance Sheet and Profit-Loss
Statement for the 2022 Accounting,
6 Discussing and deciding on the Board of Directors' proposal regarding
the company's profit distribution for 2022
7 Making a decision on the acquittal of the Board of Directors members
individually for the Company activities in 2022
8 Election of the Board of Directors Members and Determination Their
Term of Office
9 Determination of Monthly Remunerations of Board of Directors
Members
10 General Assembly's Approval for the Independent Audit Company
suggested by the Board of Directors for auditing the Corporate
Financial Statements and Board of Directors' Reports of 2023 in
accordance with the Turkish Commercial Code and the Capital Market
Board Regulations,
11 Informing the shareholders for the donations made by the Company in
2022,
12 Decision on the limits of donations and grants to be made by the
Company in 2023,
13 Informing the Shareholders on the securities, pledges, liens and bails
given to the third persons in 2022 as per the respective regulations of
the Capital Market Board, and the consequent incomes and benefits,
14 Informing shareholders as part of the Capital Market Board Corporate
Governance Communiqué's Annex clause 1.3.6.,
15 Informing the shareholders for the transactions handled with the related
parties in 2022 within the framework of the regulations of the Capital
Market,
16 Authorizing the Board of the Directors as part of the articles 395 and
396 of Turkish Commercial Code,
17 Wishes and opinion.

(*) The items included in the General Assembly agenda are listed separately. If the minority has a separate draft resolution, this is specified separately to ensure voting by proxy.

Special instruction on the other issues that may arise during the General Assembly meeting and especially on the execution of the minority rights:

  • a) The proxy is authorized to vote as per their opinions.
  • b) The proxy is not authorized to represent in these issues.
  • c) The proxy is authorized to vote in accordance with the following special instructions.

The special instructions to be given to the proxy by the shareholder, if any, are stated here.

B) The shareholder chooses one of the following options to specify the shares to be represented by the proxy

1. I approve the representation of the shares with the details below by my proxy.

  • a) Issue and series *:
  • b) Number /Group**:
  • c) Number of shares-Nominal value:
  • d) Whether the vote is privileged:
  • e) Whether they are bearer or registered shares:*
  • f) Their ratio to the total number of shares/voting rights held by the shareholder:

* This information is not required for shares monitored from the registry.

** For shares monitored from the registry, information on the group, if any, shall be given rather than number.

2. It approves the representation by my proxy of all my shares in the list of shareholders that might participate in the general assembly, which is prepared one day before the general assembly date.

NAME SURNAME or TITLE OF THE SHAREHOLDER(*):

Republic of Turkey ID No/Tax No:

Trade Registry and Number and MERSIS number:

Address:

(*) For shareholders of foreign nationality, the equivalent of the listed information, if any, must be submitted.

Signature:

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