AGM Information • Apr 10, 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 with the letter dated 08.04.2025 and numbered 107978111 of the Istanbul Provincial Trade Directorate of the Ministry of Trade.
The invitation for the meeting was made within the time limit, as foreseen in the Turkish Commercial Code, the Capital Markets Law and the articles of association, and in a manner that includes the agenda, 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 by notifying the shareholders registered in the share ledger about the meeting date and agenda by registered mail.
From the examination of the list of attendees, it was determined that out of the 300,000,000,000 shares corresponding to the company's capital of TL 300,000,000.00; 10,263,200,307 shares corresponding to a capital of TL 102,632,003.70 were represented in person, 5,236,669,626,200 shares corresponding to a capital of TL 52,366,696.262 were represented by proxy, 250,166 nominal value TL 15,524,886,596.6 shares corresponding to a capital of TL 155,248,865.966 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 regarding the method of voting. He 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 attend physically must vote openly and by show of hands, and those who will vote against must declare it verbally, provided that the provisions for voting electronically are reserved.
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 completed its Electronic General Assembly preparations 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) According to the first item of the agenda; in line with the proposal given, the election of Mr. Mehmet Reha Kora as the Chairman of the Meeting was unanimously accepted with a vote of 155,248,865.966 TL in favor. The Chairman of the Meeting assigned Ms. Berna Sarı as the Vote Collector, Mr. Mutlu Şen as the Minutes Secretary and Mr. Özgür Öge, who has the "e-GKS Certificate Expert", to use the electronic general assembly system.
2) According to the second item of the agenda; It was stated 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, and it was proposed that the entire 2024 Activity Report be considered read and the summary section be read. The proposal was put to the vote and was unanimously accepted with a positive vote of 155,248,865.966 TL.
The summary of the 2024 Activity Report prepared by the Board of Directors was read and opened for discussion. The questions that Hamza İl, who took the floor from investors, conveyed in the form of the company's prediction regarding what the share of potassium chloride in potassium sulfate production will be, what the potassium sulfate production will be in 2024, can we obtain potassium chloride from our own lakes and what the total production figure for potassium sulfate will be in 2025 were answered by the Chairman of the Board of Directors Mehmet Reha Kora.
Shareholder Özcan Arslan asked whether production was below the expected level due to a supply problem in potassium sulfate. The answer was given by the Chairman of the Board Mehmet Reha Kora.
Shareholder Uğur Arslantaş asked when full capacity will be reached in potassium sulfate production and whether there is a target to reach 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 the shareholder Oğuzcan Yavaş, who participated electronically, was answered by the Chairman of the Board of Directors Mehmet Reha Kora.
3) In accordance with the third item of the agenda; the opinion section of the 2024 Audit Report prepared by the Independent Audit Firm was read by Responsible Auditor Emrecan Çiçek.
4) In accordance with the fourth agenda item; It was proposed that the consolidated 2024 Financial Statements, prepared in accordance with the "Communiqué on the Principles of Financial Reporting in Capital Markets", which were subject to independent auditing, 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, and that all of the 2024 Financial Statements be deemed to have been read and the summary section be read. The proposal was put to the vote and was unanimously accepted with an affirmative vote of 155,248,865.966 TL.
The summary of the 2024 Financial Statements was read and discussed. As a result of the negotiations, the 2024 Financial Statements proposal was put to the vote and was unanimously accepted with an affirmative vote of 155,248,865.966 TL.
5) In accordance with the fifth item of the agenda; in accordance with the Turkish Commercial Code and the Capital Markets Board regulations, with the preliminary approval of the Audit Committee, it was unanimously accepted with a positive vote of 155,248,865.966 TL to select 'RSM Turkey International Independent Audit Inc.' as the independent auditing firm for the audit of our Company's activities and accounts for the year 2025.
6) In accordance with the sixth item of the agenda; the individual discharge of the Board of Directors members for their activities in 2024 was submitted to the approval of the General Assembly. Each of the Board of Directors members did not use their voting rights arising from the shares they own in their own discharge. The proposal was put to the vote and was unanimously accepted with a positive vote of 13,923,358.032 TL.
7) In accordance with the seventh item of the agenda; it was stated that the detailed information of the "Remuneration Policy" of the Board Members and senior managers prepared by the Company management is available on the company's corporate website https://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 managers.
8) In accordance with the eighth agenda item; the proposal submitted for the determination of the attendance fee of the Board of Directors members was announced. It was decided by majority vote with 154,998,699.966 TL in favor and 250,166 TL in against to pay 250,166 TL in favor to pay the Board of Directors members a monthly gross salary of 60,000.-TL starting from the month following the General Assembly.
9) In accordance with the ninth item of the agenda; it was announced that the proposal regarding the distribution of the company's 2024 profit was published on the Public Disclosure Platform (KAP) on 27.03.2024, in the Electronic General Assembly System of the Central Registry Agency Inc., on the company's corporate website https://www.alkim.com, opened to the review of shareholders at the company's headquarters, and announced to shareholders. The Board of Directors' decision regarding the distribution of the 2024 profit was read.
According to the decision taken by the Company Board of Directors on 08.03.2025;
The Company's 2024 activities; Financial Tables prepared in accordance with the Turkish Accounting Standards ("TMS")/Turkish Financial Reporting Standards ("TFRS") according to the Capital Markets Board regulations that have been independently audited and the 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, there was a Net Period Loss of 140,707,261 TL, and in the records kept in accordance with tax laws, there was a Net Period Profit of 6,563,996.99 TL, it was decided to take the proposal not to distribute profit due to the occurrence of a period loss according to TMS/TFRS to the Ordinary General Assembly and to announce the necessary information to the public.
The Board of Directors' proposal not to distribute profits was put to the vote and was unanimously accepted with a positive vote of 155,248,865.966 TL.
10) In accordance with the tenth item of the agenda; It was decided by majority vote with 154,998,699.966 TL in favor and 250,166 TL in against to give the Board of Directors a vote of disapproval to authorize the Board of Directors to sell some or all of our shares in Alkim Kağıt San. ve Tic. A.Ş., which is traded on Borsa İstanbul A.Ş. (BIST), a subsidiary of our Company.
11) In accordance with the eleventh item of the agenda; It was decided by majority vote with 154,998,699.966 TL in favor and 250,166 TL in against to give authorization to the Board of Directors for the sale of our Company's General Directorate building located at İnönü Cad. No:13 Taksim Beyoğlu İstanbul.
12) In accordance with the twelfth item of the agenda; the proposal to authorize the General Directorate to reduce the licensed areas by removing the remaining parts in the arid 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. The proposal was accepted by a majority vote with 155,235,651.966 TL in favor and 13,214 TL in against.
13) In accordance with the thirteenth item of the agenda; The General Assembly was informed that a total of 250,000 TL in donations and aid was made by our Company in the 2024 operating period.
It was decided by majority vote with 154,998,699.966 TL in favor and 250,166 TL against against, that the donations and aid to be made in 2025 will be determined up to a maximum of 2,500,000 TL (Two Million Five Hundred Thousand Turkish Liras) to the Ministry of National Education, schools affiliated to the Ministry of National Education, educational institutions, university dormitories and institutions and organizations that can legally make donations and aid.
14) In accordance with the fourteenth item of the agenda; it was brought to the attention of the General Assembly that the Company did not have any guarantees, pledges or mortgages given in favor of third parties and therefore no income or benefit was provided to the Company.
15) Pursuant to the fifteenth item of the agenda; It was decided by a majority vote with 155,188,198.626 TL in favor and 60,667.34 TL in favor to grant permission to shareholders who control the management, members of the Board of Directors, executives with administrative responsibility and their spouses and blood relatives and in-laws up to the second degree within the framework of Articles 395 and 396 of the Turkish Commercial Code and the regulations of the Capital Markets Board. The General Assembly was informed that there were no transactions carried out within this scope in the 2024 accounting period.
16) In accordance with the sixteenth item 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 wishes and requests section; various investors asked to speak and expressed their gratitude.
Investors' questions were answered by the Chairman of the Board of Directors Mehmet Reha Kora. Investors mainly mentioned when our Company's Potassium Sulfate facilities will reach full capacity.
Oğuzcan Yavaş, one of the Shareholders who participated electronically, asked whether the Company was considering conducting any R&D studies or business partnerships to evaluate sodium sulfate in innovative areas such as energy storage, and the Chairman of the Board of Directors Mehmet Reha Kora answered the question.
Since there was no other topic to be discussed on the agenda, the meeting was closed by the Meeting Chairman at 15.25.
MINISTRY REPRESENTATIVE CHAIRMAN OF THE MEETING Volkan Küçükçirkin Mehmet Reha KORA
VOTE COLLECTOR MINUTE CLERK Berna SARI Mutlu ŞEN
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