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KİMTEKS POLİÜRETAN SANAYİ VE TİCARET A.Ş.

Proxy Solicitation & Information Statement Aug 6, 2025

5932_rns_2025-08-06_95259f88-7e08-4552-88c3-9a716443a9b2.pdf

Proxy Solicitation & Information Statement

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POWER OF ATTORNEY

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.

A) SCOPE OF POWER OF ATTORNEY

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.

  1. About the subjects in the agenda of the general assembly,

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
3 Reading, discussing and submitting the Annual Report of the
Board of Directors for 2024,
4 Reading and discussing the Independent Audit Institution's
opinion and report on the accounting period of 2024,
5 Reading, discussing and submitting the financial statements for
the accounting period of 2024.
6 Release
of the Members of the Board of Directors separately
for the activities, transactions and accounts for the accounting
period of 2024,
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.
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,
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,
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,
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.
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,
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,
15 Informing the shareholders about the transactions made with
related parties in 2024
pursuant to the decision of the Capital
Markets Board,
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.

  1. Instructions on other issues that may arise at the General Assembly meeting, and especially on the use of minority rights:

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.

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

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.

  1. I approve the representation by the proxy of all of my shares in the list of shareholders who can attend the general assembly prepared one day before the date of general assembly by Merkezi Kayıt Kuruluşu A.S.

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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