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AKSİGORTA A.Ş. — AGM Information 2024
Apr 19, 2024
8666_rns_2024-04-19_f7895eac-bbad-4b95-8c4e-57d76a8c519a.pdf
AGM Information
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İSTANBUL TİCARET SİCİLİ MÜDÜRLÜĞÜ, TİCARET SİCİL NO:80731-0
INFORMATION DOCUMENT ONTHE ANNUAL GENERAL MEETING 2022 OF AKSIGORTA A.Ş. TO BE HELD ON MARCH 19, 2024
In order to discuss and conclude the articles of the below agenda, 2023 Shareholders General Assembly Meeting will be help on March 19th 2024 Tuesday at 15:00 at the address of İstanbul, Beşiktaş, 4.Levent 34330, Sabancı Center, Sadıka Ana Hall according to the decision of our Board of Directors dated 16 February 2024 numbered 19 and article no.19 of our company's Articles of Association.
Shareholders can participate in The General Assembly Meeting not only in person or by electronic means but also via their representatives. Attendance by electronic means is possible through secure electronic signatures of the shareholders or their representatives. For this reason, the shareholders to make transactions in EGKS (Elektronik Genel kurul Sistemi – Electronic General Assembly System) should primarily register Central Registry Agency (MKK) Information Portal by giving their contact details and have their secure electronic signatures. Attendance by electronic means of the shareholders or representatives not registered to Central Registry Agency Information Portal and not having secure electronic signature is impossible.
Furthermore, those who want to attend the meeting via electronic means should fulfill the requirements of the "Regulation pertaining to the General Assembly of Joint Stock Companies to be help via Electronic Means (EGKS)" published in the Official Gazette numbered 28395 and dated 28 August 2012 and the Communique on the Electronic General Assembly System in General Assemblies of Joint Stock Companies published in the Official Gazette dated 29.08.2012 an numbered 28396.
The shareholders who cannot attent the meeting in person or via electronic means should arrange their proxies according to the attached specimen or provide the specimen from our headquarters or website of the company at www.aksigorta.com.tr and present their power of attorney whose signature is certified by the notary public by complying with requirements stipulated as per the communique of the Capital Market Board serial:IV, No:8.
The income Statement and Balance Sheet, Amendment Proposal, Annual Report and Auditors' Report for the year 2023, making amendments and the Dividend Distribution Proposal shall be available fort the examination to be made by the shareholders at the Central Registry Office website, company's headquarter and at the company's website www.aksigorta.com.tr under the "Investor Relations" page for twentyone days prior to the meeting. Furthermore, the information notes including the necessary explanations in the scope of the communique of the Capital Market Board serial:IV, No:56 on Principles Regarding Determination and Application of Corporate Governance Principles together with the aforementioned documents shall be available at the company's website www.aksigorta.com.tr .
Kind regards. Aksigorta A.Ş.
Haluk DİNÇER Uğur GÜLEN Chairman of the Board of Directors Member of Board of Directors
HQ Adress Poligon Cad. Buyaka 2 Sitesi 1 Blok No:8A, İç Kapı No:2 34771 Ümraniye/İstanbul Tel: 0216 280 88 88
Fax: 0212 280 82 00 Web: www.aksigorta.com.tr
Fax: 0216 280 88 00
PROXY STATEMENT AKSİGORTA ANONİM ŞİRKETİ
I, the undersigned hereby appoint, empower and delegate .................................................... as my proxy; to represent, to vote, to make proposals and to sign the necessary documents at the Annual General Meeting of Aksigorta Anonim Şirketi that will to be held on March 19, 2024 at 15:00 in İstanbul at Beşiktaş, 4. Levent, Sabancı Center.
Deputy(*); Name Surname / Commercial Name: ………………………………………………………………………………………………….
T.C. Identity No / Tax ID, Trade Registry and Trade Register Number with Mersis Number:
………………………………………………………………………………………………………………………………………………………
(*) The information of the Deputy Foreign Nationals required to be submitted if there are counterparts.
A)THE SCOPE OF THIS PROXY'S AUTHORITY
Scope of authority of presentation should be determined by following sections 1 and 2 for selecting one of the options of (a), (b) and (c).
- 1. About matters in the General Meeting Agenda;
- a) The proxy is authorized to vote on all the topics discussed in his/her own discretion.
- b) The proxy is authorized to vote in accordance with the opinion partnership.
- c) The proxy is authorized to vote on the agenda articles in line with the below mentioned instructions.
Instructions: If option (c) is chosen by shareholders, to mark one of the options are provided in the agenda of the General Assembly Meeting about instructions and if the "Rejection" option is selected, to identify claimed "Dissenting Opinions" are written to minutes of the General Assembly Meeting.
Agenda
| Items of the Agenda | Acceptance | Rejection | Dissenting Opinions | |
|---|---|---|---|---|
| 1. | Opening, and appointment of the Chairmanship | |||
| Committee of the Meeting | ||||
| 2. | Reading and discussion of the Board of Directors' | |||
| Activity Report for 2023 | ||||
| 3. | Reading of the Auditor Reports' summary for 2023 | |||
| 4. | Reading, discussion and approval of the financial | |||
| statements issued for 2023 | ||||
| 5. | Release of the Board of Directors from its | |||
| responsibilities arising out of business activities of | ||||
| 2023 | ||||
| 6. | Determination of method of distribution and use of | |||
| the profit of 2023 and the rates of dividends and |
||||
| profit shares to be distributed | ||||
| 7. | Election of the Board of Directors members and | |||
| determination of their terms of office | ||||
| 8. | ||||
| Determination of fees and such other rights as remuneration, bonus and premium of the Directors |
||||
| 9. | Election of auditor | |||
| 10. | Discussion and approval of the proposed | |||
| amendment to Article 84 of the Company's Articles | ||||
| of Association | ||||
| 11. | Discussion and approval of the proposed | |||
| amendment to the Company's Profit Distribution | ||||
| 12. | Policy | |||
| Discussion and approval of authorizing the Board of Directors to distribute interim dividends for the |
||||
| fiscal year 2024 | ||||
| 13. | Presentation of information to General Assembly | |||
| on donations and grants made during 2023 | ||||
| 14. | Determination of limits of donations to be made by | |||
| the Company within 2024 | ||||
| 15. | Authorization granted to Chairman and other | |||
| members of the board for transactions stipulated | ||||
| in Article 395 and 396 of Turkish Commercial Code | ||||
| 16. | Wishes and requests |
2. With regards to other issues and especially the lack of specific instructions regarding the exercise of rights that may arise during the meeting:
- a) The proxy is authorized to vote on all the topics discussed in his/her own discretion.
- b) These issues are not authorized to represent.
- c) The proxy is authorized to vote on the agenda articles in line with the below mentioned instructions.
SPECIAL INSTRUCTIONS: If there is special instructions, these will be given to the deputy is given here by shareholders.
B) When shareholder selects one of the following options, shareholder determines share represented by the deputy.
- I confirm to be represented below mentioned details of my share by deputy.
| a) | Class and Series (*) ……………………………………………………………………………………………………………… |
|---|---|
| b) | Number and Group (**) ………………………………………………………………………………………………………… |
| c) | Quantity - Nominal (face) Value ……………………………………………………………………………………………. |
| d) | Privileged in Voting or not : …………………………………………………………………………………………………. |
| e) | Bearer or Registered Share …………………………………………………………………………………………………. |
| f) | Total Shares Owned by the Shareholder / Voting Rights Ratio :……………………………………………… |
(*) Monitored by recording this information is requested for the shares.
(**) Monitored by recording the shares instead of numbers if you have to group the information will be given.
- I confirm to attend the general meeting of shareholders may be listed on the representation of all of my shares are preperad by CRA, a day before the day of the General Assembly, is represented by the deputy.
SHAREHOLDERS NAME, SURNAME and TITLE (*):
…………………………………………………………………………………………………………………………………………………………..
T.C. Identity No / Tax ID, Trade Registry and Trade Register Number with Mersis Number: Address:…………………………………………………………………………………………………………………………………………… …...…………………………………………………………………………………………………………………………………………………… …...……………………………………………………………………………………………………………………………………………………
(*) Submission of the equivalent information is mandatory for foreign shareholders.
AKSİGORTA A.Ş. ARTICLES OF ASSOCIATION AMENDMENT PROPOSAL
| CURRENT ARTICLES | PROPOSED ARTICLES |
|---|---|
| Article 84 Advance Dividend |
Article 84 Advance Dividend |
| The General Assembly may resolve on distribution of advance dividend to the shareholders in accordance with the regulations of the Capital Markets Board and the relevant legislation. |
The Company may distribute cash dividend advances upon the decision of the Board of Directors, within the framework of the Turkish Commercial Code, Capital Markets Law and relevant secondary regulations, based on the period profits included in the interim financial statements prepared in accordance with the |
| capital markets legislation. |