AGM Information • Dec 9, 2024
AGM Information
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Extraordinary General Assembly Meeting of ALKİM ALKALİ KİMYA ANONİM ŞİRKETİ was held on 10.09.2024 at 14.00, at İnönü Cad No:13 Taksim Beyoğlu/İstanbul, under the supervision of the Ministry Representative Mr. Kadir Aslan, who was appointed by the Ministry of Commerce Istanbul Provincial Directorate of Commerce's letter dated 10.09.2024 and numbered 100565512.
Invitation to the meeting was made; as stipulated in the Turkish Commercial Code and the Capital Markets Law and the articles of association, including the agenda, on the Public Disclosure Platform (KAP), on the Electronic General Assembly system (e-GKS) of the Central Registry Agency (MKK), on the company's http:/ / www.alkim.com corporate website, in the Turkish Trade Registry Gazette dated 14 August 2024 and in the Sabah Newspaper dated 12 August 2024, and by notifying the shareholders registered in the share ledger of the meeting date and agenda by registered letter.
From the Attendance List, 15,000,000,000 shares corresponding to the company's capital of 150,000,000.00 TL; 16.868.512,368 shares for a capital of 16.868.512,368 TL are represented in person, ,63.283.120,434 shares for a capital of 63.283.120,434 TL are represented in person, and 80.151.532,802 shares for a capital of 80.151.532,802 TL are represented by proxy, thus, It has been determined that the minimum meeting quorum stipulated in the Articles of Association is provided.
Included in these total shares are the representatives who deposited shares of a nominal value of 245.924 TL in accordance with Article 431 of the Turkish Commercial Code and Article 24 of the General Assembly Regulation on Joint Stock Companies, published in the Official Gazette No. 28481 dated 28 November 2012. Represented electronically by the Chairman of the Board of Directors, as explained by Mr. Mehmet Reha Kora.
Chairman of the Board of Directors Mr. Mehmet Reha Kora made a statement about the voting method. It has been stated that, as stated in both the law and the articles of association, in voting on the agenda items at the General Assembly Meeting, shareholders who are physically present must vote openly and by show of hands, provided that the provisions of voting in electronic environment are reserved, and those who will cast a rejection vote must declare verbally.
It has been determined that the quorums specified in Articles 418 and 421 of the Turkish Commercial Code have been met and that the company has carried out the preparations for the Electronic General Assembly in accordance with the legal regulations, in accordance with the fifth and sixth paragraphs of Article 1527 of the Turkish Commercial Code, and the agenda has been discussed.
1-) In accordance with the first item of the agenda; In line with the offer given; Mr. Chairman of the Meeting, Mehmet Reha Kora's election was accepted unanimously with an affirmative vote. Chairman of the Board appointed Mrs. Berna Sarı as Vote Collector, Mr. Mutlu Şen as the secretary and Mr. Özgür Öge , "E-GAS Certificate Owner" as the user of the Electronic General Assembly System.
2-) In accordance with the second item of the agenda; The issue of signing the meeting minutes on behalf of the General Assembly was put to vote, and by the unanimous vote of those present, the Meeting Presidency was authorized to sign the meeting minutes on behalf of the General Assembly.
3-) In accordance with the third item of the agenda; In order to increase the company capital from 150,000,000.-TL to 300,000,000.-TL by giving free shares to the partners; The relevant agenda item was the reading, negotiation and approval of the permission letters for the amendment of the Company's Articles of Association approved by the Capital Markets Board and the Ministry of Commerce, and the old and new versions of the Articles of Association Amendment Text. As a result of the voting, the amendment of Article 6, titled Company's Capital, and Article 7, titled Types of Shares, of the Articles of Association approved by the Capital Markets Board and the Ministry of Commerce, was accepted by majority vote with 6607 electronic rejection votes and 80,390,949.80 positive votes.
4-) In accordance with the fourth item of the agenda, contrary to the Corporate Governance Communiqué numbered II-17.1 in the Capital Markets Board's bulletin numbered 2024/32, two independent members were appointed to the nine-person board of directors at the Company's ordinary general assembly meetings dated 25.03.2021 and 28.03.2022. Informing the general assembly about the administrative fine of 139,566 TL imposed in accordance with the provision of Article 5 of the Corporate Governance Communiqué numbered II.17.1 regarding the election of members and not completing the number of independent members to three, and whether this administrative fine of 139,566 TL will be recoursed to the members of the Board of Directors in the said period. Discussion was started on the issue of whether the issue will be put to vote. The General Assembly was informed about the nature of the administrative fine. The fact that the fine of 139,566 TL imposed would not be recoursed to the members of the Board of Directors was submitted to the approval of the General Assembly, and as a result of the voting, It was accepted by majority vote with 32 electronic rejection votes and 80,390,949.80 positive votes that the fine of 139,566 TL imposed would not be recoursed.
5-) In accordance with the 5th item of the agenda, the meeting was terminated by the Chairman of the Meeting in the wish and wishes item as there was no other issue to be discussed on the agenda in accordance with the Turkish Commercial Code
These minutes were signed at the meeting venue. 10th of September Time:14:41
MINISTRY REPRESENTATIVE CHAIRMAN OF THE MEETING Kadir ASLAN Mehmet Reha KORA
VOTE COLLECTOR SECRETARY Berna SARI Mutlu ŞEN
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