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ALKİM ALKALİ KİMYA A.Ş.

AGM Information Sep 10, 2024

5887_rns_2024-09-10_d3f95b59-892d-4862-a785-d976220a6253.pdf

AGM Information

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INFORMATION DOCUMENT REGARDING THE EXTRAORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON 10 SEPTEMBER 2024

Our Company's Extraordinary General Assembly Meeting will be held on Tuesday, September 10, 2024, at 14.00, to discuss and decide on the items on the agenda, İnönü Cad. It will be held at No:13 Taksim Beyoğlu/İstanbul.

Shareholders can attend our Company's Extraordinary General Assembly Meeting in person, either physically or electronically, or through their representatives. Participation in the General Assembly electronically is possible with secure electronic signatures of shareholders or their representatives. For this reason, shareholders who will make transactions in the Electronic General Assembly System (EGKS) must first register with Central Registry Agency Inc. (MKK) In addition to registering to the e-MKK Information Portal and recording their contact information, they are also required to have a secure electronic signature. It is not possible for shareholders or their representatives who are not registered to the e-MKK Information Portal and who do not have secure electronic signatures to attend the General Assembly electronically.

In addition, shareholders or their representatives who wish to attend the meeting electronically can comply with the "Regulation on General Assemblies to be Held Electronically in Joint Stock Companies" published in the Official Gazette dated 28 August 2012 and numbered 28395 and the "Electronic Assemblies to be Applied in General Assemblies of Joint Stock Companies" published in the Official Gazette dated 29 August 2012 and numbered 28396. They must fulfill their obligations in accordance with the provisions of the "Communiqué on the General Assembly System".

Shareholders who cannot attend the meeting in person, physically or electronically, should prepare their power of attorney in accordance with the law or obtain a copy of the proxy form from our Company Headquarters or the Company website at www.alkim.com and comply with the Capital Markets Board's II-30.1 numbered "Voting by Proxy and They must fulfill the requirements set out in the "Communiqué on Collecting Power of Attorney Through Invitation" and submit their power of attorney, the signature of which has been approved by a notary public. Shareholders who wish to attend the General Assembly in person in a physical environment will be able to exercise their rights regarding their shares registered in the "Shareholders List" in the Central Registry Agency (MKK) system by presenting their ID.

Our shareholders, who will attend the general assembly electronically via the Electronic General Assembly System, can learn about the procedures and principles regarding participation, appointment of representatives, making suggestions, expressing opinions and voting, at https://www.mkk.com.tr, the Internet address of the Central Registry Agency. They can get information.

Extraordinary General Assembly Meeting Information Document, Announcement Text and Articles of Association Amendment Text will be available at least three weeks before the meeting date from the Electronic General Assembly System, from our company's "Investors" page on www.alkim.com, or from our Company's İnönü Cad. It will also be made available for review by the partners at the Company headquarters at No:13 Taksim Beyoğlu/Istanbul.

It is submitted for the information of esteemed shareholders.

PRESIDENCY OF THE BOARD OF DIRECTORS

Disclosures within the Scope of CMB Corporate Governance Communiqué

CMB's "Corporate Governance Communiqué" published in the Official Gazette No. 28871 dated 03.01.2014 Explanations regarding the agenda items that must be made in accordance with the "Communiqué (II - 17.1)" are made in the relevant agenda item below, and additional explanations are presented for your information in this section:

1.Shareholding Structure

Additional
Definition
Group
Balance Nominal
Quantity
/
Capital
Capital
Shares Tradable on the Stock
Exchange
86.425.882,531 57,62% 150.000.000,00
Shares Untradable on the Stock
Exchange
63.574.117,469 42,38%

2.Preferred Shares

i. Privileges regarding the election of the board of directors

Three members of the board of directors are elected from among the candidates nominated by

Group A, two from Group B, two from Group C, one from Group D and one from Group E shareholders.

ii. Privileges related to voting rights

At the time of company establishment, in our Articles of Association, Group A, B, C and D shares had 100 voting rights for each vote. Within the scope of Article 479(2) of the Turkish Commercial Code No. 6102 titled "Voting Privileged Shares", a share can be granted a maximum of fifteen voting rights. However, it was stated that this limitation would not be applied in cases where a justified reason was proven or required by institutionalization. In this context, the lawsuit filed to the Commercial Court of First Instance where the company's headquarters is located, requesting an interim injunction to be exempt from the limitation regulated in the relevant article, was rejected and the decision was approved during the Supreme Court period. For this reason, the provision of Article 479 (2) of the Turkish Commercial Code has become valid for A, B, C and D group shares. At Company General Assemblies, 1 voting right per share has always been granted for all types of shares.

iii. Termination and Liquidation Privileges

In case a liquidation board is appointed, a liquidation board of four people will be formed, consisting of one person each to be elected by group A, B, C and E shareholders.

Each shareholder has the right to profit in proportion to the dividend distributed. No privileges regarding profit distribution are granted.

3.Information about Management and Operational Changes That Will Significantly Affect the Company Activities of Our Company or Our Significant Subsidiaries and Subsidiaries:

There is no management or activity change that will significantly affect the company's activities and is not planned.

4.If there is a dismissal, replacement or election of board members on the general assembly meeting agenda, information about the grounds for dismissal and replacement and the persons to be nominated for board membership:

There is no.

5.Requests of shareholders, the Capital Markets Board (CMB) and/or other public institutions and organizations with which the company is related to include an item on the agenda:

Contrary to the Corporate Governance Communiqué numbered II-17.1 included in the Capital Markets Board's bulletin numbered 2024/32, two independent members were elected to the nineperson board of directors at the Company's ordinary general assembly meetings dated 25.03.2021 and 28.03.2022, or The general assembly will be informed 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 and the principle numbered (4.3.4) for not completing the number to three.

6.If there is a change in the articles of association on the agenda, along with the relevant board of directors' decision, the old and new forms of the amendments to the articles of association:

The amendment text regarding the changes made in Article 6 titled "Company's Capital" and Article 7 titled "Types of Shares" of our Articles of Association regarding the capital increase of our company to be met from internal resources has been approved by the CMB. The amendment text approved by the CMB will be submitted to the general assembly for approval. The old and new version of the amendment text is in Annex 1.

ALKİM ALKALİ KİMYA A.Ş. Extraordinary General Assembly Meeting Agenda and Statements dated September 10, 2024

1. Opening and establishment of the Meeting Presidency

Description: "Turkish Commercial Code No. 6102" (TTK) and "Procedures and Principles of General Assembly Meetings of Joint Stock Companies and T.C. The election of the Meeting Chairman who will manage the General Assembly meeting will be held within the framework of the provisions of the "Regulation on the Representatives of the Ministry of Customs and Trade" ("Regulation" or "General Assembly Regulation").

2. Authorizing the Meeting Chairmanship to sign the meeting minutes and the list of attendees

Description: Within the framework of the provisions of the "Turkish Commercial Code No. 6102" (TTK) and the "Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Attended at These Meetings" (Regulation), the General Assembly is responsible for recording the decisions taken at the General Assembly in the minutes. The issue of granting authority to the Meeting Presidency will be voted on.

3. Article 6 titled "Capital of the Company" of the Articles of Association approved by the Capital Markets Board and the General Directorate of Domestic Trade of the Ministry of Commerce regarding the increase of the company's paid-in capital from 150,000,000 TL (One Hundred and Fifty Million Turkish Liras) to 300,000,000 TL (Three Hundred Million Turkish Liras). Submission of the amendment text regarding the changes made in the article . and article 7 titled "Types of Shares" to the general assembly for approval.

ANNEX-1)

Explanation: Since our company is in the Capital System, the amendment text regarding the changes made in the 6th article titled "Company's Capital" and the 7th article titled "Share Types" of our Articles of Association in Annex-1, regarding the 100% free capital increase to be covered from internal resources, is published by the CMB and It has been approved by the General Directorate of Domestic Trade of the Ministry of Commerce. The approved amendment text will be submitted to the general assembly for approval.

4. Contrary to the Corporate Governance Communiqué numbered II-17.1 included in the Capital Markets Board's bulletin numbered 2024/32, two independent members were elected to the nine-person board of directors at the Company's ordinary general assembly meetings dated 25.03.2021 and 28.03.2022, and 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 for not completing the number of independent members to three, and voting on whether this administrative fine of 139,566 TL will be recourse to the members of the Board of Directors in the said period. presenting.

Statement: Contrary to the Corporate Governance Communiqué numbered II-17.1 included in the Capital Markets Board's bulletin numbered 2024/32, two independent members were elected to the nine-person board of directors at the Company's ordinary general assembly meetings dated 25.03.2021 and 28.03.2022, or The recourse of the administrative fine of 139,566 TL to the members of the Board of Directors in the said period, imposed in accordance with the provision of Article 5 of the Corporate Governance Communiqué numbered II.17.1 and the principle numbered (4.3.4) for not completing the number of members to three, will be submitted to the vote of the general assembly.

5. Wishes and closing.

ALKİM ALKALİ KİMYA ANONİM ŞİRKETİ ESAS SÖZLEŞME TADİL TASARISI

ESKİ

SIRKETIN SERMAYESI:

uygun şekilde Genel Kurul kararı ile yapılır. Sermayenin artırılması veya azaltılması yürürlükteki ilgili yasa ve mevzuata temsil eden paylar kaydileştirme esasları çerçevesinde kayden izlenir. adet hisseye bölünmüş olup, sermayenin tamamı ödenmiştir. Sermayeyi 'dır. Hisselerin her biri 1 (Bir) Kuruş Nominal değerinde, 15.000.000.000 Madde 06 -Sirketin sermayesi 150.000.000 - TL (Yüzellimilyon TürkLirası)

HISSE NEVILERI

TL'si nama yazılı ve 147.815.975,73 TL'si hamiline yazılı hisseye aittir. Lirası) olup, 15.000.000.000 adet paydan ibarettir. Bunun 2.184.024,27.-Eski Madde 7 - Sermayenin tamamı 150.000.000 - TL (Yüzellimilyon Türk

Á. NAMA YAZILI HISSE SENETLERI: ESKI MADDE

TL'ye tekabül eden hisselerin dağılımı şu şekildedir: Beheri 1 (bir) kr kıymetinde 218.402.426,69 adet toplam 2.184.024,27

grubun 39.585.439,84 payı Cihat KORA, 12.285.136,50 payı Tülay ONEL, Beheri 1 kr kıymetinde 81.900.910,01 adet nama yazılı A grubu ( Bu payı Ferit KORA'ya aittir) 12.285.136,50 payı Ozay KORA, 17.745.197,17

grubun 33.670.374,12 payı Mehmet Reha KORA, 33.670.374,12 payı Beheri 1 kr klymetinde 67.340.748,23 adet nama yazılı B Grubu (Bu Adem Haluk KORA' a aittir

KENI

SIRKETIN SERMAYESI

uygun şekilde Genel Kurul kararı ile yapılır. Sermayenin artırılması veya azaltılması yürürlükteki ilgili yasa ve mevzuata temsil eden paylar kaydileştirme esasları çerçevesinde kayden izlenir. adet hisseye bölünmüş olup, sermayenin tamamı ödenmiştir. Sermayeyi dir. Hisselerin her biri 1 (Bir) Kuruş Nominal değerinde, 30.000.000.000 Madde 06 - Sirketin sermayesi 300.000.000 - TL (Uçyüzmilyon Türk Lirası)

HISSE NEVILERI

25 Femani 2024

nama yazılı ve 295.631.951,46 TL'si hamiline yazılı hisseye aittir. olup, 30.000.000.000 adet paydan ibarettir. Bunun 4.368.048,54 TL's Madde 7 - Sermayenin tamamı 300.000.000 - TL (Uçyüzmilyon Türk Lirası)

A. NAMA YAZILI HISSE SENETLERİ: YENİ MADDE

Beheri 1 (bir) kr kymetinde 436.804.853,38 adet toplam 4.368. $\log \left( \frac{1}{2}, \frac{2}{2}, \frac{1}{2} \right)$ is the tekabul eden hisselerin dağılmı şu şekildedir:

grubun 50.960.566,22 payı Tülay KORA, 50.960.566,22 payı Özay KORA, 61.880.687,57 Beheri 1 kr kıymetinde 163.801.820,02 adet nama yazılı A grubu ( Bu payı Ferit KORA'ya aittir)

grubun 67.340.748,23 payı Mehmet Reha KORA, 67.340.748,23 payı Beheri 1 kr kıymetinde 134.681.496,46 adet nama yazılı B Grubu ( Bu Adem Haluk KORA'ya aittir.

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