AGM Information • Mar 28, 2023
AGM Information
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| Summary Info | Ordinary General Assembly Meeting Result |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| General Assembly Type | Annual |
| Begining of The Fiscal Period | 01.01.2022 |
| Ending Date Of The Fiscal Period | 31.12.2022 |
| Decision Date | 01.03.2023 |
| General Assembly Date | 28.03.2023 |
| General Assembly Time | 14:00 |
| Record Date (Deadline For Participation In The General Assembly) | 27.03.2023 |
| Country | Turkey |
| City | İSTANBUL |
| District | BEYOĞLU |
| Address | The Marmara Oteli Taksim Meydanı İstanbul |
Agenda Items
1 - Opening and, formation of the Chairman of the Meeting
2 - Reading and deliberation on the Annual Report of the Board of Directors for the accountancy period of 2022
3 - Reading the Report of the Independent Auditing Firm for the accountancy period of 2022
4 - Reading, deliberation on and approval of the Financial Statements for the accountancy period of 2022
5 - Release of the members of the Board of Directors due to their activities, transactions and accounts in the accounting period of 2022
6 - Informing the shareholders and approval of the "Dividend Policy" of the company as per the regulations of the Capital Market Board
7 - Deliberation on the proposal of the Board of Directors on the distribution of the profit from the accounting period of 2022 and, adopting a resolution thereon
8 - Approval of the selection of Independent Auditing Firm
9 - Submission to the General Assembly Meeting for approval of the position of Kerim Oygur as a member of the Board of Directors, who was elected by the Board of Directors to this position vacant due to the resignation of the former member Svitlana Kora, pursuant to the article 363 of the Turkish Commercial Code.
10 - Submission to the General Assembly Meeting for approval of the position of Azade Başağa as an independent member of the Board of Directors, in accordance with the criteria concerning the independent board members pursuant to the applicable Capital Market Board Corporate Governance Principles as set forth under the Capital Market Board's (CMB) "Corporate Governance Communique", serial no. II-17.1.
11 - Fixing the remunerations of the members of the Board of Directors
12 - Authorizing the Board of Directors to sell all or a portion of the shares of the affiliate (subsidiary) of our company traded at Borsa İstanbul A.Ş.'de (BIST)
13 - Authorizing the Board of Directors to sell the building of the General Office of our Company located in İnönü Cad. No:13 Taksim Beyoğlu Istanbul
14 - Submitting the "Donation and Aid Policy" created as per the regulations of the Capital Market board to the shareholders for approval Informing the shareholders of the donations and aids in 2022 and, setting the upper limit of the donations and aids in 2023
15 - Informing the shareholders of the guarantees, liens, mortgages and securities granted by our company in favor of 3rd parties in 2022
16 - Informing the shareholders of the "Remuneration Policy" concerning the members of the Board of Directors and senior executives as per the regulations of the Capital Market Board
17 - Granting permission to the shareholders controlling the management, the members of the Board of Directors, the executives with administrative responsibilities and, their spouses and relatives by blood and by marriage up to second degree as per the articles 395 and 396 of the Turkish Commercial Code and, the regulations of the Capital Market Board and, informing the shareholders of the transactions carried out in this scope within the accounting period of 2022
18 - Wishes and requests
Corporate Actions Involved In Agenda
Dividend Payment
General Assembly Results
| Was The General Assembly Meeting Executed? | Yes |
| General Assembly Results | 1) In line with a proposal submitted, It was unanimously resolved to appoint Mr. Mehmet Reha Kora to the position of Meeting Chairperson. The Meeting Chairperson appointed Ms. Berna Sarı to the position of Vote Collector, Mr. Mutlu Şen to the position of Clerk, and Ms. Çağla Koçel, a "e-GKS Certified Specialist", as the person authorized to use the electronic general assembly system. 2) Indicated that the Company's Board of Directors' Annual Report 2022 was published on the Public Disclosure Platform (KAP) on 28.02.2023, broadcasted on the corporate website at http://www.alkim.com, made available for review in the registered office for the shareholders, and distributed to the shareholders, thus it was proposed that the Annual Report 2022 be read in full, and a summery thereof be read instead. This proposal was put to the vote, and accepted by majority of the votes. A summary of the Annual Report 2022 prepared by the Board of Directors was read, and deliberation started thereon. As a result of this deliberation, it was resolved by majority of the votes to accept and confirm the Annual Report 2022. 3) Indicated that an Independent Audit Firm Report on the business operations and accounts of the Company in 2022 is included in the Annual Report, which was published on the Public Disclosure Platform (KAP) on 28.02.2023, broadcasted on the corporate website at http://www.alkim.com, made available for review in the registered office for the shareholders, and distributed to the shareholders. The section ‘opinions' of the Audit Report 2022 prepared by the Independent Audit Firm was read by Cap Auditor Cem Uçarlar. 4) Indicated that the Company's independently audited, consolidated Financial Statements prepared pursuant to the "Communique on Financial Reporting in the Capital Market" was published on the Public Disclosure Platform (KAP) on 28.02.2023, broadcasted on the corporate website at http://www.alkim.com, made available for review in the registered office for the shareholders, and distributed to the shareholders, thus it was proposed that the Financial Statements 2022 be read in full, and a summery thereof be read instead. This proposal was put to the vote, and accepted by majority of the votes. A summary of the Financial Statements 2022 was read, and deliberation started thereon. As a result of this deliberation, it was resolved by majority of the votes to accept and confirm the Financial Statements 2022. 5) It was proposed to the General Assembly for approval that each of the members of the Board of Directors be released from their responsibility for their operations in 2022. It was decided by majority of the votes that each of the members of the Board of Directors was released, provided that they did not vote for their own release. 6) Indicated that a detailed report on the Dividend Policy is included in the Annual Report, which was published on the Public Disclosure Platform (KAP) on 28/02/2023, broadcasted on the corporate website at http://www.alkim.com, made available for review in the registered office for the shareholders, and distributed to the shareholders. Our Company's dividend policy is determined in line with the Capital Market Board, the pertinent communiqués of the Capital Market Board, the pertinent provisions of the Turkish Commercial Code and of the articles of association, as well as the corporate governance principles. There is no privilege with respect to the dividends among the share types and, each shareholder is entitled to dividends in proportion to the shares held by him/her in the capital. Considering the benefits of the shareholders and of the Company in accordance with the approvals of the board of directors and the general meeting of shareholders as well as the applicable legislations, the determination of the proportions of the payments of the dividends in cash is based on the financial structure, liquidity status and investment requirements of the Company and, it is principle to make distributions as much as possible, provided that it shall not be less than the amount and percentage as identified by the Capital Market Board. It was decided by majority of the votes to accept the "Dividend Policy" of the Company as determined based on the respective resolution of the Board of Directors. 7) Indicated that the Company's proposal concerning the distribution of the profit for 2022 was published on the Public Disclosure Platform (KAP), the Central Registry Agency's Electronic General Assembly System and the corporate website at http://www.alkim.com, made available for review in the registered office for the shareholders, and notified to the shareholders. Deliberation was made on the resolution and profit distribution proposal of the Board of Directors on the distribution of the profit 2022. On the consolidated balance sheet prepared pursuant to the applicable provisions of the Capital Market Law and the regulations of the Capital Market Board, the total comprehensive after-tax period profit is TL 572.307.342 and, the net period profit according to the legal records was TL 238.885.035,77. It was resolved by majority of the votes that it is obligatory to set aside a general statutory reserve fund until it reaches one fifth of the paid capital as per the Turkish Commercial Code (TCC), article 519, paragraph one, accordingly an amount of TL 11.944.251,79 shall be set aside as the first statutory reserve fund, Since it was provided on the "Dividend Policy" of the Company that a maximum part of the distributable profit would be distributed as much as possible considering the applicable regulations, investment needs and financial capabilities, Out of the net profitable period profit, a dividend of gross amount (cash) of TL 138.888.888,89, of net amount (cash) of TL 125.000.000,00 shall be distributed, A dividend in the (gross) amount of TL 1.702.055,88 shall be given to the Board of Directors from the net distributable period profit as prepared according to the TAS/TFRS. The remaining portion will be set aside as extraordinary reserve fund. Consequently, a net cash dividend of gross amount of TL 0,925926 at 92,5926% and net amount of TL 0,833333 at 83,3333% for each share certificate with a nominal value of TL 1.00 shall be paid, and the Board of Directors' profit distribution shall take place on April 12, 2023. 8) It was resolved by majority of the votes to appoint Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst&Young) as independent audit firm to audit the business operations and accounts of our Company in 2023 obtaining the pre-approval of the Audit Committee in accordance with the applicable provisions of the Turkish Commercial Code. 9) It was submitted to the General Assembly Meeting for approval of the position of Kerim Oygur as a member of the Board of Directors, who was elected by the Board of Directors to this position vacant due to the resignation of the former member Svitlana Kora, pursuant to the article 363 of the Turkish Commercial Code, and it was resolved by majority of the votes to accept the same. 10) It was submitted to the General Assembly Meeting for approval of the appointment of Azade Başağa to the position of Independent Member of the Board of Directors vacant due to the resignation of Hale Kosif, a Member of the Board of Directors, for a term of office until the end of the term of office of the current members, within the framework of the criteria concerning the position of Independent Member of the Board of Directors as regulated according to the applicable provisions of the Capital Market Board's (the "CMB") "Corporate Governance Communique" Serial No. II-17.1, and the Capital Market Board Corporate Governance Principles attached thereto, and it was resolved by majority of the votes to accept the same. 11) A proposal submitted for the determination of an attendance fee to the members of the Board of Directors was read. It was resolved by majority of the votes to pay the members of the Board of Directors a remuneration in the gross amount TL 13.500 per month starting from the month following the General Assembly. 12) It was resolved by majority of the votes to authorize the Board of Directors to sell part or all of our shares in our affiliate Alkim Kağıt San. ve Tic. A.Ş., the shares of which are traded at the Istanbul Stock Exchange (BİST). 13) It was resolved by majority of the votes to authorize the Board of Directors to sell the building of the General Office of our Company located in İnönü Caddesi No 13 Taksim Beyoğlu İstanbul. 14) Indicated that a detailed report on the "Donation & Aid Policy" was published on the corporate website at http://www.alkim.com, made available for review in the registered office for the shareholders, and notified to the shareholders. There is no change to the Donation & Aid Policy. Pursuant to the articles of association of our company, article 3, paragraph "i" and in line with the principles as set forth by the Capital Market Board, the shareholders will be informed donations, including those made within the year at a General Assembly Meeting, and the upper limits of these donations will be identified at a General Assembly Meeting, and accordingly donations and aids may be provided to the Schools, Educational Institutions, Universities affiliated with the Ministry of National Education, Associations for Public Interests, Foundations as well as such persons and organizations. The General Assembly was informed that the total amount of the donations & aids was TL 35.400 during the activity period of 2022. It was resolved by majority of the votes that the amount of the donations and aids in 2023 be TL 2.500.000 (Two Million Five Hundred Thousand Turkish Liras) to the Ministry of National Education, the schools, educational institutions and university dormitories affiliated with the Ministry of National Education, and such institutions and organizations to which donations and aids may be legally granted. 15) The General Assembly was informed that there is no guarantee, lien and mortgage granted by the Company in favor of 3rd parties and thus the Company has no income or benefit in this respect. 16) A detailed report on the "Remuneration Policy" for the members of the Board of Directors and senior executives as prepared by the management of the Company is made available on the corporate website at http://www.alkim.com. The General Assembly was informed that there is no amendment to the "Remuneration Policy" for the members of the Board of Directors and senior executives. 17) It was resolved by majority of the votes that the shareholders holding the control of the management, the members of the Board of Directors, those executives with administrative responsibilities, and their spouses and relatives by blood and marriage up to second degree are allowed pursuant to the pertinent provisions of the articles 395 and 396 of the Turkish Commercial Code and, the applicable regulations as set forth by the Capital Market Board. The General Assembly was informed that there is no transaction carried out in this respect within the accounting period of 2022. 18) At the Wishes and Suggestions, various investors asked for permission to speak and, expressed their thanks. The questions of these investors were answered. There being no further business to come before the meeting, the Meeting Chairperson declared the meeting to be closed at 15.11. |
Decisions Regarding Corporate Actions
| Dividend Payment | Discussed |
General Assembly Result Documents
| Appendix: 1 | Alkim Kimya Olağan Genel Kurul Hazirun.pdf - List of Attendants |
| Appendix: 2 | Alkim Kimya 28.03.2023 Olagan Genel Kurul Toplantı Tutanagi_opt.pdf - Minute |
Additional Explanations
At the meeting of the Board of Directors of our company to be held on 01.03.2023 , our Board of Directors decided to hold the 2022 Ordinary General Assembly Meeting of our Company at 14:00 on Tuesday, March 28, 2023 in The Marmara Otel Taksim İstanbul.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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