Pre-Annual General Meeting Information • Aug 6, 2025
Pre-Annual General Meeting Information
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Our Company's Ordinary General Assembly Meeting will be held on Wednesday, 23/07/2025, at 14:00, at the company headquarters located at İnkilap Mah. Dr. Adnan Büyükdeniz Cad. No: 13, Block B, Floor: 2, Inner Door No: 6, 34768, Ümraniye/Istanbul, to review the activities of the fiscal year 2024 and discuss and decide on the agenda outlined below.
Pursuant to the Turkish Commercial Code No. 6102, Article 415 Paragraph 4 and of the Capital Markets Law, Article 30, Paragraph 1, the right to attend the general assembly and to vote is not subject to the storage of share certificates. In this regard, if our shareholders want to attend the General Assembly Meeting, they do not need to block their shares. Shareholders who wish to attend the General Assembly Meeting shall follow the procedures announced by the Central Registry Agency (CRA).
Since all the shares of our company are monitored by CRA, the list of those who can attend the general assembly meeting shall be prepared by the board of directors based on the shareholder chart provided by CRA. The aforementioned list shall be used to check whether the persons who physically come to the meeting room to attend the Ordinary General Assembly Meeting are shareholders or representatives. Our shareholders, who have the right to attend the general assembly meeting, may attend the general assembly to be held at the above-mentioned address in person or by their representatives, or, if they wish, in person or by their representatives electronically, using their secure electronic signatures via e-GKS provided by CRA. Our shareholders or their representatives who want to attend the meeting electronically shall have an Electronic Signature Certificate.
The shareholders can authorize their representatives using e-GCS. In addition, they shall submit their representatives to our Company with their notarized signatures by fulfilling the provisions stipulated in "Communiqué No II-30.1 on Proxy Voting and Proxy Gathering by Invitation" of Capital Markets Board, published in the Official Gazette No 28861, dated 24.12.2013. A copy of the Power of Attorney form can also be obtained from our registered office or our website (https://kimpur.com/tr/). They can also appoint representatives at the meeting by filling out the power of attorney form and having their signatures notarized or by adding the notarized signature circular to the power of attorney form bearing their signature. The power of attorney, which is obligatory in the the Communiqué II-30.1, CMB and do not comply with the power of attorney sample included in the annex, shall certainly not be accepted due to our legal responsibility.
General Assembly Meeting in person:
Our shareholders, who will attend the general assembly electronically via E-GKS, can obtain information on the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting on the website of CRA (www.mkk.com.tr.). Shareholders or their representatives who wish to attend the meeting electronically are required to fulfill their obligations in accordance with "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette No 28395, dated August 28, 2012, and "Communiqué on the Electronic General Assembly System to be Implemented in the General Assembly of Joint Stock Companies" published in the Official Gazette No 28396, dated August 29, 2012.
Financial Statements for the 2024 operating year, Independent Audit Report, Board of Directors Activity Report, Profit Distribution Table, Articles of Association Amendment Text and the Information Document containing the following agenda items and the necessary explanations for compliance with the Capital Markets Board regulations and Corporate Governance Principles, excluding meeting and announcement days at least three weeks before the meeting date, within the legal period, at the Company Headquarters, on our Company's corporate website at https://kimpur.com/tr/, on the Public Disclosure Platform and the Central Registry Agency. It will be made available for review by our shareholders in the Electronic General Assembly System page of the website.
Kimteks Poliüretan Sanayi ve Ticaret A.Ş. Board of Directors
I hereby appoint ........................................................ as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents, in line with the views I have stated below, at the 2024 Ordinary General Assembly meeting to be held at the at the company headquarters located at İnkilap Mah. Dr. Adnan Büyükdeniz Cad. No: 13, Block B, Floor: 2, Inner Door No: 6 34768, Ümraniye/Istanbul (Kimteks Poliüretan Sanayi ve Ticaret A.Ş) on Wednesday, 23/07/2025 at 14:00.
Proxy's(*):
Name & Surname/Commercial Title:
TR Identity No/Tax No, Trade Registry and No and MERSIS No:
(*) For proxies of foreign nationality, it is obligatory to submit the aforementioned information and, if any, its equivalents.
For the sections 1 and 2 given below, one of the options (a), (b) or (c) should be chosen to determine the scope of the power of attorney.
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 proposals of the partnership management.
c) The proxy is authorized to vote in line with the instructions given in the table below.
Instructions:
In case the option (c) is chosen by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options (accept or reject) opposite the relevant general assembly agenda item, and by stating the dissenting opinion, if any, which is requested to be written in the general assembly minutes if the reject option is selected.
| Serial No |
Agenda Items | Accept | Reject | Dissenting Opinion |
|---|---|---|---|---|
| 1 | Opening and foundation of the meeting chairmanship, | |||
| 2 | Authorizing the Meeting Chairmanship to sign the Meeting Minutes |
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| 3 | Reading, discussing and submitting the Annual Report of the Board of Directors for 2024, |
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| 4 | Reading and discussing the Independent Audit Institution's opinion and report on the accounting period of 2024, |
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| 5 | Reading, discussing and submitting the financial statements for the accounting period of 2024. |
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| 6 | Release of the Members of the Board of Directors separately for the activities, transactions and accounts for the accounting period of 2024, |
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| 7 | Reading, discussion, and submission for approval of the Board of Directors' proposal regarding profit distribution for the 2024 fiscal period, |
| Serial No |
Agenda Items | Accept | Reject | Dissenting Opinion |
|---|---|---|---|---|
| 8 | The appointment of the member elected to serve for the remaining term of the vacated independent board membership shall be submitted to the approval of the general assembly. |
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| 9 | Providing information about the payments made to the members of the Board of Directors and senior executives in the accounting period of 2024, taking a decision regarding the attendance fees to be given to the members of the Board of Directors in 2025, |
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| 10 | Approval of the amendment to Article 6 titled 'Capital' of the Company's Articles of Association in line with the permission obtained from the Capital Markets Board and the General Directorate of Domestic Trade of the Ministry of Trade for the increase of the registered capital ceiling and the extension of its duration, |
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| 11 | Informing the shareholders about the donations and aids made in 2024 and determining the upper limit for the donations and aids to be made in 2025, |
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| 12 | Approval of the selection of the Independent Audit Firm by the Board of Directors in accordance with the regulations of the Turkish Commercial Code, the Capital Markets Board, and the Public Oversight, Accounting and Auditing Standards Authority. |
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| 13 | Informing the shareholders about the income or benefits obtained by the Company in 2024 with the guarantees, pledges, mortgages and sureties given in favor of third parties, |
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| 14 | Informing the shareholders holding the management control, the members of the Board of Directors, senior managers and their spouses and relatives by blood and marriage up to the second degree, about the transactions in 2024, in line with the Turkish Commercial Code, Articles 395 and 396 and the the Capital Markets Board's Corporate Management Communiqué, |
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| 15 | Informing the shareholders about the transactions made with related parties in 2024 pursuant to the decision of the Capital Markets Board, |
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| 16 | Requests |
No voting is performed on the information items.
If the minority has a separate draft resolution, it is indicated separately to ensure voting by proxy.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is not authorized to represent in these matters.
c) The proxy is authorized to vote in line with the following instructions.
SPECIAL INSTRUCTIONS (Special instructions, if any, to be given by the shareholder to the proxy are specified here.)
B) The shareholders shall choose one of the options below and identify the shares they want the proxy to represent.
a) Arrangement and series:*
b) Number/Group:**
c) Amount-Nominal value:
ç) Voting privilege:
d) Bearer-Registered:*
e) Ratio of shareholder to total shares/voting rights:
*These information are not requested for the dematerialized shares.
**For the dematerialized shares, information about the group, if any, will be given instead of the number.
NAME, SURNAME or TITLE OF THE SHAREHOLDER (*)
TR Identity No/Tax No, Trade Registry and No and MERSIS No:
Address:
(*) For shareholders of foreign nationality, it is obligatory to submit the aforementioned information and, if any, its equivalents.
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