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ALARKO HOLDİNG A.Ş. Proxy Solicitation & Information Statement 2026

Mar 16, 2026

5885_rns_2026-03-16_81ba3d93-3dbf-4f27-8719-a8bb9205c9be.html

Proxy Solicitation & Information Statement

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Summary Info Board of Directors Decision Regarding the Annual Ordinary General Assembly Meeting
Update Notification Flag No
Correction Notification Flag No
Postponed Notification Flag No

General Assembly Invitation

General Assembly Type Annual
Begining of The Fiscal Period 01.01.2025
Ending Date Of The Fiscal Period 31.12.2025
Decision Date 16.03.2026
General Assembly Date 13.04.2026
General Assembly Time 15:00
Record Date (Deadline For Participation In The General Assembly) 12.04.2026
Country Turkey
City İSTANBUL
District BEŞİKTAŞ
Address Muallim Naci Cad. No:69 Alarko Merkezi Ortaköy/İSTANBUL

Agenda Items

1 - Opening and stand of silence.

2 - Deliberation and decision on the election of the Chairman of the Meeting.

3 - Deliberation and decision on granting the Chairman of the Meeting the authority to sign the minutes of the General Assembly Meeting.

4 - Reading and deliberating the Board of Directors Activity Report, Audit Report and the Report of the Independent Audit Company regarding the fiscal year 2025.

5 - Reading, deliberating and approving the Statement of Financial Standing and the Statement of Comprehensive Income of the fiscal year 2025.

6 - Submission to the shareholders, for their information and approval, of the Sustainability Report for the year 2024, which has been prepared in accordance with the Turkish Sustainability Reporting Standards and subjected to mandatory sustainability assurance audit, pursuant to the regulations of the Public Oversight, Accounting and Auditing Standards Authority.

7 - Decision regarding the release of the members of the Board of Directors for the activities of fiscal year 2025.

8 - Deliberation and decision on determining the number of members of the Board of Directors, the election of the members, their term of office, and the determination of their remuneration.

9 - Discussion and resolution on the Board of Directors' proposal regarding profit distribution.

10 - Discussion and resolution on the approval of granting authority to the Board of Directors to decide on the distribution of dividend advances for the 2026 fiscal year, in accordance with the Company's Articles of Association and the Capital Markets Board's Profit Distribution Communiqué (II-19.1).

11 - Discussion and resolution on the matter of offsetting the distributed dividend advance from the sources that can be allocated for profit distribution, as reflected in the annual financial position statement for the 2026 fiscal year, in the event of insufficient profit or a loss at the end of the 2026 fiscal year.

12 - Discussion and resolution regarding the approval of the "Board of Directors' Report on the Capital Reduction of Alarko Holding A.Ş." prepared by the Board of Directors in relation to the reduction of the Company's issued capital from TRY 435,000,000 to TRY 417,000,000 through the cancellation of repurchased shares.

13 - Deliberation on and resolution regarding the reduction of the Company's issued capital from TRY 435,000,000 to TRY 417,000,000 through the cancellation of repurchased shares, and, in this context, the amendment of Article 8 of the Company's Articles of Association titled "Capital" in the form set out in the amendment text.

14 - Informing the General Assembly regarding the acquisitions made under the Share Buy-Back Program.

15 - Discussion and resolution on the approval of the Independent Audit Firm, as determined by the Board of Directors, for the audit of the 2026 fiscal year's accounts and transactions, in accordance with the Turkish Commercial Code and Capital Markets Board regulations.

16 - Discussion and resolution on the approval of the Independent Audit Firm selected by the Board of Directors for conducting the assurance audit of the Company's sustainability reports for the year 2026, and for carrying out other activities within the scope of relevant regulations.

17 - Presentation of information to the General Assembly regarding the donations made by the Company in 2025.

18 - Discussion and resolution on determining the upper limit for the donations to be made by our Company in 2026

19 - Presentation of information regarding the guarantees, pledges, mortgages, and sureties given by our Company in favor of third parties.

20 - Deliberation and decision on granting the authorities defined in Article 395 and 396 of the Turkish Commercial Code to the members of the Board of Directors.

21 - Presentation of information to the General Assembly, on transactions specified in the Article (1.3.6) of the "Corporate Governance Principles" attached to the Communiqué numbered II-17.1 of the Capital Markets Board.

22 - Wishes and requests.

Corporate Actions Involved In Agenda

Dividend Payment
Other Share Issue/Cancellation

General Assembly Invitation Documents

Appendix: 1 Holding - İlan Metni.pdf - Announcement Document
Appendix: 2 İnformation Documents.pdf - Announcement Document
Appendix: 3 Genel Kurul Bilgilendirme Dökümanı_2025.pdf - General Assembly Informing Document
Appendix: 4 General Assembly Information Document-2025.pdf - General Assembly Informing Document

Additional Explanations

The ordinary General Assembly meeting regarding the activities of our company for the year 2025 will be held at 15:00 on Monday, 13.04.2026 at Muallim Naci Cad. No:69 Ortaköy-Beşiltaş/İSTANBUL