AGM Information • Apr 17, 2025
AGM Information
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The Ordinary General Assembly Meeting of Alkim Alkali Kimya Anonim Şirketi for the year 2024 was held on 10.04.2025 at 14:00 at The Marmara Hotel Taksim Square Istanbul, under the supervision of the Ministry Representative Mr. Volkan Küçükçirkin, who was assigned by the Ministry of Trade Istanbul Provincial Trade Directorate with the letter dated 08.04.2025 and numbered 107978111.
The invitation for the meeting;; As foreseen in the Turkish Commercial Code, Capital Markets Law and Articles of Association and including the agenda, it was held within the time limit by being announced on the Public Disclosure Platform (KAP) on 11.03.2025, in the Electronic General Assembly System (e-GKS) of the Central Registry Agency (MKK), on the company's corporate website http://www.alkim.com, in the Turkish Trade Registry Gazette dated 17 March 2025 and numbered 110293, and in the Sabah Newspaper dated 14 March 2025, and also by notifying the shareholders registered in the share ledger by registered mail of the meeting date and agenda.
From the examination of the list of attendees, it was determined that out of 300,000,000,000 shares corresponding to the company's capital of 300,000,000.00 TL; It has been determined that 10,263,200,307 shares corresponding to a capital of 102,632,003.70 TL were represented in person, 5,236,669,626,200 shares corresponding to a capital of 52,366,696.262 TL were represented by proxy, 250,166 TL nominal value was represented electronically by the representatives who deposited shares, 15,524,886,596.6 shares corresponding to a capital of 155,248,865.966 TL were represented at the meeting, and thus the minimum meeting quorum stipulated in both the Law and the Articles of Association was present.
It was announced by the Chairman of the Board of Directors, Mr. Mehmet Reha Kora, that the nominal value of TL 250,166, which is included in the total of these shares, was represented electronically by the representatives who deposited shares 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 dated November 28, 2012 and numbered 28481.
Chairman of the Board of Directors Mr. Mehmet Reha Kora made a statement about the method of voting. He stated that, as stated in both the law and the articles of association, in voting on agenda items at the General Assembly Meeting, shareholders who physically attend must vote openly and by raising their hands, and those who will vote no must declare verbally, provided that the provisions for voting electronically are reserved.
It was determined that the quorums specified in Articles 418 and 421 of the Turkish Commercial Code were met and that the Company had completed 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 was discussed.
1) As per the first item of the agenda; the formation of the Meeting Presidency was started. A proposal was made to elect Mr. Mehmet Reha Kora as the Meeting Presidency. As a result of the voting, Mr. Mehmet Reha Kora was elected unanimously with a vote of 155,248,865.966 TL in favor. The Meeting President assigned Ms. Berna Sarı as the Vote Collector, Mr. Mutlu Şen as the Minutes Secretary and Mr. Özgür Öge, who has an "E-GKS Certificate Expert", to use the electronic general assembly system.
2) As per the second item of the agenda; The proposal regarding the acceptance of the entire 2024 Activity Report as "Read" and the transfer of the summary information to the General Assembly by stating that the Company's 2024 Board of Directors Activity Report was published on the Public Disclosure Platform (KAP) on 11.03.2025, on the company's corporate website http://www.alkim.com, opened to shareholders' review at the company headquarters and distributed to shareholders, was read by the Meeting President, and as a result of the vote on the proposal, it was unanimously decided by the attendance with a positive vote of 155,248,865.966 TL to consider the 2024 Board of Directors Activity Report as read.
The summary of the 2024 Activity Report prepared by the Board of Directors was read and opened for discussion. Hamza İl, who took the floor from investors, answered the questions he sent in the form of what is the share of potassium chloride in potassium sulfate production, what will be the potassium sulfate production in 2024, can we obtain potassium chloride from our own lakes and the company's prediction about the total production figure of potassium sulfate in 2025 by the Chairman of the Board of Directors Mehmet Reha Kora.
Shareholder Özcan Arslan asked whether the production was below the expected level due to the supply problem in potassium sulfate. The answer was given by the Chairman of the Board of Directors Mehmet Reha Kora.
Shareholder Uğur Arslantaş asked when the full capacity will be reached in potassium sulfate production and whether there is a target of reaching 500 thousand - 1 million tons of production in the coming years. The answer was given by the Chairman of the Board of Directors Mehmet Reha Kora.
The question of shareholder Oğuzcan Yavaş, who participated electronically, was answered by the Chairman of the Board of Directors Mehmet Reha Kora.
3) As per the third item of the agenda; The opinion section of the 2024 Audit Report prepared by the Independent Audit Institution was read by Responsible Auditor Emrecan Çiçek.
4) As per the fourth item of the agenda; The proposal regarding the acceptance of all 2024 Financial Statements as "Read" and the transfer of summary information to the General Assembly by stating that the Company's independently audited, consolidated 2024 Financial Statements prepared in accordance with the "Communiqué on Principles Regarding Financial Reporting in Capital Markets" were published on the Public Disclosure Platform (KAP) on 11.03.2025, on the company's corporate website http://www.alkim.com, opened to the review of shareholders at the company headquarters and distributed to shareholders, was read by the Meeting President, and as a result of the voting on the proposal, it was unanimously decided by the attendance with a positive vote of 155,248,865.966 TL to consider the Financial Statements related to 2024 as read.
The summary of the Financial Statements for 2024 was read and discussed. The agenda item was put to vote, and as a result of the voting, the Company's financial statements covering the 2024 accounting period were accepted. It was decided unanimously with a vote of 155,248,865.966 TL in favor.
5) As per the fifth item of the agenda; the audit of the company's accounts and transactions for the 2025 accounting period within the framework of both the Capital Markets Law and relevant legislation and the Turkish Commercial Code and relevant legislation, and the audit of the financial reports for the 2025 accounting period in accordance with the Turkish Commercial Code and the Capital Markets Board regulations and with the preliminary approval of the Audit Committee, and the mandatory assurance audit of the sustainability reports to be prepared in accordance with the Turkish Sustainability Reporting Standards published by the Accounting and Auditing Standards Authority for the years 2024 and 2025, Maslak Mahallesi Sümer Sokak No: 4/2 34485 Sarıyer-İstanbul ad. he agenda item regarding the election of RSM Turkey Uluslararası Bağımsız Denetim A.Ş., registered with the Trade Registry No. 640766 in the Istanbul Registry Office and with the Mersis No. 0645033418600011,
as the Company's Independent Auditor was accepted with a vote of 155,248,865.966 TL in favor and unanimously decided by the attendees.
6) As per the 6th item of the agenda; the discharge of the Board of Directors members was passed. The discharge of the Board of Directors members was put to the vote. The Board of Directors members did not use their voting rights arising from their shares in the discharge vote. As a result of the voting, the Chairman of the Board of Directors Mr. Mehmet Reha Kora, the Vice Chairmen of the Board of Directors Mr. A. Haluk Kora, Mr. Arkın KORA, Mr. Ferit Kora, Board Member Ms. Tülay Kora, Ms. Özay Kora and Mr. Kerim Oygur, Independent Board Members Mr. Mehmet Celadet Nazım Barbarosoğlu, Mr. Aydın Orhan, Mr. Özgür Mungan and Mr. Azade Başağa were discharged separately for their activities and performances in 2024 as of the period they were on duty for the accounting period of our Company in 2024, and it was unanimously decided by the votes of 13,923,358.032 TL in favor.
7) As per the seventh item of the agenda; It was stated that the detailed information of the "Remuneration Policy" of the Board Members and senior executives prepared by the Company management is available on the corporate website http://www.alkim.com. It was informed to the General Assembly that no changes were made to the "Remuneration Policy" of the Board Members and senior executives.
8) As per the eighth item of the agenda, the determination of the remuneration of the Board Members was made. Considering their duties and responsibilities on the board of directors, it was proposed that all board members be paid a gross monthly salary of 60,000.-TL starting from the month following the General Assembly, it was submitted to the approval of the general assembly, and as a result of the voting, it was decided by a majority vote of 154,998,699.966 TL in favor and 250,166 TL in favor, to a majority vote of 100,000 TL in favor.
9) As required by the ninth item of the agenda; the discussion and decision on the board of directors' proposal regarding the distribution of the company's profit for the accounting period of 2024 was passed. It was stated that the Board of Directors' proposal regarding the distribution of the operating profit covering the accounting period of 2024 was published on the Public Disclosure Platform (KAP), the Electronic General Assembly System of the Central Registry Agency Inc., and the company's corporate website http://www.alkim.com on 27.03.2024, opened to the review of shareholders at the company's headquarters, and announced to shareholders. The Board of Directors' decision regarding the distribution of 2024 profits was read.
According to the decision taken by the Company's Board of Directors on 12.03.2025;
he Company's 2024 activities; Financial Tables prepared in accordance with Turkish Accounting Standards / Turkish Financial Reporting Standards according to the Capital Markets Board regulations that have undergone independent auditing and financial tables created for the records kept within the scope of tax laws were examined and discussed;
According to the Financial Tables prepared in accordance with TMS / TFRS, it was seen that there was a Net Period Loss of 164,608,446 TL, and in the records kept in accordance with tax laws, there was a Net Period Profit of 42,581,767.24 TL, it was unanimously decided that the proposal not to distribute profit due to the period loss incurred according to TMS / TFRS should be brought to the Ordinary General Assembly and the necessary information should be announced to the public.
The proposal of the Board of Directors not to distribute profit was put to the vote, as a result of the voting, it was unanimously decided to accept the agenda item with a positive vote of 155,248,865.966 TL and the votes of the attendees.
10) In accordance with the tenth item of the agenda; The proposal to authorize the Board of Directors to sell some or all of our shares in Alkim Kağıt San. ve Tic. A.Ş., which is a subsidiary of our Company and is traded on Borsa İstanbul A.Ş. (BİST), was put to vote, and as a result of the voting, it was decided to accept the proposal by a majority vote of 154,998,699.966 TL in favor, against 250,166 TL in favor.
11) As per the eleventh item of the agenda; the proposal to authorize the Board of Directors to sell our Company's General Directorate building located at İnönü Cad. No:13 Taksim Beyoğlu İstanbul was put to vote, and as a result of the voting, it was decided to accept the proposal by a majority vote of 154,998,699.966 TL in favor, against 250,166 TL in favor.
12) As per the twelfth item of the agenda, the proposal to authorize the General Directorate to reduce the licensed areas by removing the parts that remained in the dry section due to the negative climate changes that have been increasing in the last 10 years in Tersakan (License No: 159) and Bolluk (License No: 231) mining areas was submitted to the approval of the general assembly, and as a result of the voting, it was decided to accept the proposal by a majority vote of 155,235,651.966 TL in favor, against 13,214 TL in favor.
13) As per the thirteenth item of the agenda; It was passed to present information to the general assembly regarding the donations and aids made in 2024 and to determine and decide on the upper limit of the donations and aids to be made in the 2025 accounting period. The General Assembly was informed that our company made a total of 250,000 TL in donations and aids in the 2024 activity period.
The proposal regarding the determination of the donations and aids to be made in 2025 to the Ministry of National Education, schools affiliated to the Ministry of National Education, educational institutions, university dormitories and institutions and organizations with a status that can legally make donations and aids up to a maximum of 2,500,000 TL (Two Million Five Hundred Thousand Turkish Liras) was submitted to the approval of the general assembly, and as a result of the voting, it was decided to accept the proposal by a majority vote of 154,998,699.966 TL in favor, against 250,166 TL in opposition.
14) According to the fourteenth item of the agenda; It was submitted to the information of the General Assembly that there is no collateral, pledge or mortgage given by the company in favor of third parties and therefore no income or benefit is provided to the company.
15) According to the fifteenth item of the agenda; Regarding the members of the Board of Directors, it was passed to grant the permissions specified in Articles 395 regarding the prohibition of conducting transactions with the company and Article 396 regarding the prohibition of competition of the Turkish Commercial Code. Within the scope of this article, the issue of granting permission to the members of the board of directors to conduct business that is or is not within the scope of the Company's field of activity, personally or on behalf of others, and to become partners with companies that conduct such business, to compete and to conduct other transactions, in accordance with Articles 395 and 396 of the Turkish Commercial Code, was submitted to the approval of the general assembly. As a result of the voting, it was decided to accept the agenda item by a majority vote of 155,188,198.626 TL in favor, against a negative vote of 60,667.34 TL. The decision was made by a majority vote. The General Assembly was informed that there were no transactions carried out within this scope in the 2024 accounting period.
16) As per the sixteenth article of the agenda; The shareholders were informed by the Financial Affairs Director Mr. Özgür Öge about the Related Party Transactions prepared within the framework of Article 9 of the Corporate Governance Communiqué numbered II-17.1 published by the Capital Markets Board of our Company.
17) In accordance with the seventeenth item of the agenda; In the section of wishes and requests; various investors requested to speak and thanked them.
The questions of the investors were answered by the Chairman of the Board of Directors Mehmet Reha Kora. The investors mainly brought up the issue of when our Company's Potassium Sulfate facilities will reach full capacity
Oğuzcan Yavaş, one of the Shareholders who participated electronically; The Company, the use of sodium sulfate in energy storage
| MINISTRY REPRESENTATIVE | MEETING CHAIRMAN |
|---|---|
| Volkan Küçükçirkin | Mehmet Reha KORA |
| VOTE COLLECTOR | MINUTE CLERK |
Berna SARI Mutlu ŞEN
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