AGM Information • Mar 5, 2025
AGM Information
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Additional explanations to be made in accordance with the article (1.3.1) of the Corporate Governance Principles attached to the "Corporate Governance Communiqué" (II-17.1) of the Capital Markets Board are provided for your information below.
There are no privileged shares among the shares representing the paid-in capital of our company.
The shareholders shall have one vote for each share they hold.
Shareholding Structure:
| Shareholder | Share (TL) | # of Shares | Ownership (%) |
|---|---|---|---|
| Alarko Holding A.Ş. | 4.539.130,24 | 453.913.024 | 42,03 |
| Carrier HVACR Investments B.V. | 4.539.130.24 | 453.913.024 | 42,03 |
| Publicly Listed | 1.721.739,52 | 172.173.952 | 15,94 |
| Total | 10.800.000,00 | 1.080.000.000 | 100,00 |
Management and operational changes which have taken place in 2024 and are planned to take place in 2025 are announced to public through special case announcements through PDP and are available on the Company's website.
On 04.07.2024, the Board of Directors resolved to accept the resignation of Muriel Makharine TOPPAZZINI as a member of the Board of Directors and to appoint Marine Valerie Sylvia Madeleine CASIN as a member of the Board of Directors and to submit this matter to the approval of the shareholders at the first General Assembly meeting in accordance with Article 363 of the Turkish Commercial Code.
Below is the curriculum vitae of Marine Valerie Sylvia Madeleine CASIN.
Marine Casin joined Carrier Corporation in 2016 as the lead director for Carrier Transicold EMEA, the transport refrigeration division of Carrier. In 2020, she became Senior Legal Counsel for all Carrier Refrigeration businesses in EMEA.
Since January 2022, she holds the position of Senior Legal Counsel for the European Commercial HVAC and Refrigeration businesses and is managing the Middle East and supervising Carrier Joint Ventures relationship in the region since 2024. She is based in Paris, France.
Marine started her legal career in 1999 as a litigation attorney in a private practice in France, mainly focused on soft IP and commercial law. In 2010, she joined the Smartbox Group, a European group acting in the leisure Industry, as Legal Director.
Marine completed her Bachelor of Law in the University of Paris Assas and holds a Master degree in Private Law from Nanterre University (Paris) and a Master degree in Philosophy of Law from Assas (Paris). Marine is a certified French Attorney as well as a qualified IP specialist.
Marine is married and has three children (ages 23, 21 and 17). She resides in Paris, France.
While preparing the agenda of the 2024 Ordinary General Assembly Meeting which will be held on 07.04.2025 there has not been any written requests that the shareholders sent to the Investor Relations Unit in a written format to be included on the agenda. Likewise, shareholders, CMB or other government institutions, which are related to the company, have not sent any agenda item requests to be added to the agenda.
None.
The Chairmanship Council that will chair the General Assembly Meeting will be established pursuant to the relevant regulations.
In line with the related regulations, authorization of the Board of Assembly to sign the meeting minutes and list of attendees will be voted.
Discussions and decisions will be made regarding the appointment of Marine Valerie Sylvia Madeleine CASIN to replace Muriel Makharine TOPPAZZINI, who resigned from her position as a member and Vice Chairperson of the Board of Directors, as well as her assumption of the duties of Vice Chairperson of the Board of Directors, in accordance with the decision shared on the Public Disclosure Platform on July 4, 2024.
Pursuant to the relevant regulations, Audit Report and Independent External Audit Company for the fiscal year 2024 will be read in the General Assembly Meeting.
The above-mentioned report has been made available for the review of our Shareholders at the Company Head Office and our website.
Pursuant to the relevant regulations, 2024 Financial Statements will be read, discussed in the General Assembly Meeting and submitted to approval of our Shareholders.
The documents have been made available for review of our Shareholders at the Company Head Office and our website.
Pursuant to the relevant regulations, the acquittal of the members of the Board of Directors separately for their activities, procedures and accounts for the year 2024 will be submitted for the approval of the General Assembly
The General Assembly will be informed about the donations made within the calendar year
According to Capital Markets Board's article 19, paragraph 5, ceiling for donations to be made throughout the calendar year should be determined by the General Assembly. With this decree, the ceiling for the donations to be made in 2025 will be determined by General Assembly.
Regarding the guarantees, pledges, mortgages and bails given by our Company in favor of third parties, information has been provided in footnote 16 of the financial statements for the year 2024 audited by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. and information will be provided to the General Assembly.
The proposed profit distribution, prepared by our Board of Directors in accordance with the Capital Markets Board regulations, Company Profit Distribution Policy, and Company Articles of Association, will be submitted to the approval of the General Assembly.
The amount of fees to be paid to the members of the Board of Directors in the 2025 fiscal year will be determined by our shareholders at the General Assembly meeting.
As the performance of transactions by the members to the Board of Directors, under Article 395 of the TCC, titled "Prohibition of Transactions and Borrowing with Company" and Article 396, titled
"Non-Competition," may only be possible with the approval of the General Assembly, the issuance of the authorization in question will be presented for approval of our shareholders in the General Assembly.
According to the Article 1.3.6. of the Corporate Governance Communique (II-17.1.) of the Capital Markets Board; "In cases where shareholders who have a management control, members of board of directors, managers with administrative liability and their spouses, relatives by blood or marriage up to second degree conduct a significant transaction with the corporation or subsidiaries thereof which may cause a conflict of interest, and/or conduct a transaction on behalf of themselves or a third party which is in the field of activity of the corporation or subsidiaries thereof, or become an unlimited shareholder to a Corporation which operates in the same field of activity with the corporation or subsidiaries thereof, such transactions shall be included in the agenda as a separate item for providing detailed information at the general assembly meeting on the matter and recorded in the minutes of meeting." The General Assembly will be informed whether or not such a transaction took place in 2024.
According to the Turkish Commercial Code and CMB legislation, the opinions of the Audit Committee will also be submitted to the approval of the General Assembly of the Independent Audit Firm determined by the Board of Directors.
In accordance with the Turkish Commercial Code, the regulations of the Public Oversight, Accounting and Auditing Standards Authority, and other relevant legislation, the Independent Audit Firm selected by the Board of Directors, taking into account the opinions of the Audit Committee, will be submitted for the approval of the General Assembly for the assurance audit of our company's Sustainability Reports for the years 2024 and 2025, as well as the execution of other activities within the framework of relevant regulations.
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