AGM Information • Mar 5, 2025
AGM Information
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Ticaret Sicil No : 85696
Dear Shareholders,
Our Board of Directors resolved to hold the Annual Ordinary General Assembly Meeting for the year 2024 on 07.04.2025 at 15:00 at the address "Muallim Naci Cad. No.69 Alarko Merkezi, Ortaköy/İSTANBUL" Shareholders, as of 1527 no. article 6102 no. Turkish Commercial Code, can participate physically to the General Assembly as well as participate in Electronic platform and vote.
Our shareholders willing to participate our company's Ordinary General Assembly Meeting in Electronic Platform have to register to e-MKK information portal and themselves or their representatives have to hold Electronic Signature Certificate or mobile signature.
Persons willing to participate in Electronic Platform or appoint a representative in electronic platform have to register this participation method to e-GKS (Electronic General Assembly System) one day before the day of the general assembly until 21:00 hours. If the person appointed in e-GKS as representative is willing to participate to the meeting in electronic platform, that that person has to register this participation method to e-GKS in the same time period.
Our shareholders willing to participate to the meeting in Electronic Platform have to complete the procedures as of the clauses of "Regulations Regarding General Assemblies of Corporations to be Held in Electronic Platform" published in the 28.08.2012 dated and 28395 numbered official gazette and "Communiqué Regarding Electronic General Assembly System to be Applied in General Assemblies of Corporations" published in the 29.08.2012 dated and 28396 numbered official gazette. If not, they will not be able to participate to the meeting.
Our shareholders who will participate to the meeting in person can attend with their ID's. Our shareholders who will not be present at the assembly can choose an agent, using the sample "proxy" attached (in the Turkish version). For the agent to join the assembly the proxy issued according to the sample attached has to be submitted to the company. The proxy should be notarized or the notarized circular of signatures should be attached to the proxy.
Our shareholders who will consign dematerialized shares have to issue "Representation Document regarding Consigned Shares" and "Instruction Notification Form" in accordance with the "Regulations regarding Procedures and Principles of General Assembly Meetings of Corporations and Representatives of Ministry of Trade to be Present in these Meetings", samples in the annex of the regulation. In the voting of the articles of the agenda during the General Assembly Meeting, open vote method by raising hands will be employed.
2024 Board of Directors Annual Report, Auditors Report, Independent Audit Company Report, 2024 Financial Statements, Dividend Proposal will be held ready starting 21 days prior to the meeting date for the examination of our esteemed shareholders at the company headquarters at the address Muallim Naci Cad No: 69 Alarko Merkezi Ortaköy/İSTANBUL, at www.kap.gov.tr, www.alarko-carrier.com.tr website and in Central Registry Agency e-GKS.
Best Regards, Board of Directors
BOARD OF DIRECTORS
I/we hereby appoint .............................................................., further identified below, as my/our representative to represent me/us and vote, submit proposals and sign documents on my/our behalf, within the framework of the instructions below, at the annual general assembly meeting of ALARKO CARRİER SANAYİ VE TİCARET A.Ş. scheduled for 15.00 on April 7th, 2025, Monday at the address of "Muallim Naci Cad. No:69 Alarko Merkezi Ortaköy/İSTANBUL".
Name, Surname / Commercial Title of the Proxy:
Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Shareholder:
(*) For foreign proxies equivalent of the required information must be provided
a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is authorized to vote in accordance with the proposals of the Company management.
c) The Proxy is authorized to vote in accordance with the instructions below
If the Shareholder chooses option (c) above, the Shareholder will provide instructions to the Proxy by indicating its vote on each agenda item and by also indicating its dissenting opinion, if any, for the agenda items voted against.
| Agenda Items (*) | In Favor |
Against | Dissenting Opinion |
|---|---|---|---|
| 1- Opening and moment of silence. |
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| 2- Deliberation and decision on the election of the Chairman of the Meeting. |
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| 3- Deliberation and decision on granting the Chairman of the Meeting the authority to sign the minutes of the General Assembly Meeting. |
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| 4- Deliberation and decision on the approval of the appointment of the Board Member who has been temporarily appointed during the year pursuant to Article 363 of the Turkish Commercial Code. |
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| 5- Reading and deliberating the Board of Directors Activity Report, Audit Report and the Report of the Independent Audit Company regarding the fiscal year 2024. |
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| 6- Reading, deliberating and approving the Statement of Financial Standing and the Statement of Comprehensive Income of |
| the fiscal year 2024. | ||
|---|---|---|
| 7- Decision regarding the release of the members of the Board of Directors for the activities of the fiscal year 2024. |
||
| 8- Presenting information regarding the donations made by our Company during the fiscal year 2024. |
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| 9- Deliberation and decision on determining the upper limit of donations that will be made in year 2025. |
||
| 10- Presenting information regarding the assurances, pledges, mortgages and suretyships granted by our Company for the benefit of third-parties. |
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| 11- Deliberation and decision on the proposal of the Board of Directors regarding the distribution of the profit. |
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| 12- Deliberation and decision on the determination of the Board of Directors' remuneration. |
||
| 13- Deliberation and decision for granting of authorities defined in Article 395 and 396 of the Turkish Commercial Code to the members of the Board of Directors. |
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| 14- Providing information to the General Assembly on the transactions indicated in Article (1.3.6) of the "Corporate Governance Principles" attached to the Communiqué numbered II-17.1 of the Capital Markets Board. |
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| 15- Deliberation and decision regarding the approval of the independent audit firm determined by the Board of Directors for the purpose of inspection of the accounts and transactions of 2025 in accordance with the Turkish Commercial Code and the Capital Markets legislation. |
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| 16- Deliberation and decision regarding the |
| approval of the Independent Audit Firm appointed by the Board of Directors for the assurance audit of our Company's sustainability compliance reports for the years 2024 and 2025, as well as the execution of other activities within the scope of the applicable regulations. |
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|---|---|---|
| Wishes and requests. 17- |
(*) Agenda items for the General Assembly will be listed one by one. If the minority shareholders propose another draft resolution, this draft resolution will also be indicated here.
a) The Proxy is authorized to vote at its own discretion.
b) The Proxy is not authorized to vote on these matters.
c) The Proxy is authorized to vote in accordance with the special instructions below.
B) The Shareholder will indicate the shares it wishes the Proxy to represent by choosing one of the following.
a) Series and Order:*
f) Ratio Against the Entire Number of Shares and Voting Rights of the Shareholder:
** For dematerialized shares group information will be provided instead of number
I approve the representation of all my shares indicated in the list of attendees to be prepared by the CRA one day prior to the General Assembly by the Proxy.
Turkish Identification / Tax Number, Trade Registration No. and MERSIS No. of the Shareholder: Address of the Shareholder:
(*) For foreign shareholders equivalent of the required information must be provided
SIGNATURE SEAL / SIGNATURE
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