AGM Information • Mar 12, 2025
AGM Information
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The Ordinary General Assembly Meeting of our Company, where deliberations will be conducted on the Activities of our Company in 2024, will be held at The Marmara Hotel, Taksim Square/ Istanbul, on 10 April 20245 Tuesday at 14.00, in order to deliberate the agenda items thereof and adopt resolutions thereon.
The shareholders may physically or electronically participate in this Ordinary General Assembly Meeting of our Company whether in person or through their proxies. A shareholder may electronically participate in the General Assembly Meeting through his or her secure electronic signature or the secure electronic signature of his or her proxy. Therefore, a shareholder, who wishes to make use of the Electronic General Assembly Meeting System (EGKS), should first get registered with the e-MKK Information Portal of the Central Registry Agency (MKK), and also need to have a secure electronic signature. A shareholder or their proxy not registered with the e-MKK Information Portal and with no secure electronic signature may not electronically participate in the General Assembly Meeting.
In addition, a shareholder, who wishes to electronically participate in the meeting, or their proxy, is required to fulfil the applicable obligations in accordance with the pertinent provisions of the "Regulations on General Assembly Meetings to be Held Electronically for a Joint Stock Company" published on the Official Journal, issue no. 28395, on August 28, 2012, and of the "Communique on Electronic General Assembly Meeting System for General Assembly Meetings of a Joint Stock Company" published on the Official Journal, issue no. 28396, on August 29, 2012.
A shareholder, who may not participate in the meeting whether physically or electronically, is required to issue their form of proxy appropriately or get a template of the form of proxy from the Registered Office of our Company or the website of our Company at www.alkim.com,submit this proxy that bears their notarized signature by means of fulfilling the applicable obligations as set forth under the Capital Market Board's Communique serial no. II-30.1 on "Casting Vote by Proxy and Collecting Proxy by Call". A shareholder, who wishes to attend the General Assembly Meeting in a physical environment, is required to present their identity to exercise their right in relation with their share recorded under the "List of Shareholders".
A shareholder, who prefers to electronically attend the General Assembly Meeting through the Electronic General Assembly Meeting, may get information from the website of the Central Registry Agency at https://www.mkk.com.tr concerning the procedures and principles on how to attend a meeting, appoint a proxy, suggest a proposal, forward an opinion, and cast a vote.
The following documents will be made accessible to the shareholders for review from the Electronic General Assembly Meeting System and the website of our company at www.alkim.com on the page thereof "Investors" and also from the Registered Office of our Company located at İnönü Cad. No:13 Taksim Beyoğlu /İstanbul, Turkey at last three weeks before the date of the meeting of the General Assembly: the Management's and Independent Auditing Firm's Reports, the Financial Statements and the proposal of the Board of Directors on the profit distribution for the activity year of 2024.
We inform the esteemed shareholders accordingly.
The explanations on the agenda items pursuant to the CMB's "Corporate Governance Communique" (II – 17.1) published on the Official Journal, issue no. 28871, on 03.01.2014, are made available on the following agenda item, and the additional explanations are submitted to you for your information in this section.
| Additional Definition Group |
Remaining Balance | Nominal / Capital |
Capital | |
|---|---|---|---|---|
| Shares that may be Traded in the Stock Exchange |
86.425.882,531 | 57,62% | 300.000.000,00 | |
| Shares that may not be Traded in the Stock Exchange |
63.574.117,469 | 42,38% |
Out of the members of the Board of Directors, three members are elected among the candidates nominated by the Group "A" shareholders, two members by the Group "B" shareholders, two members by the Group "C" members, one member by the Group "D" shareholders and, one member by the Group "E" members.
Whereas, the shares of the Groups A, B, C and D were entitled to 100 votes per share as per the Articles of Association during the incorporation of the Company, and the Turkish Commercial Code No. 6102, the article 479(2) "Privileges regarding the Voting Right" provides that each share may be entitled to fifteen votes at maximum and, this restriction would not be applied if it was provided that there was a justified reason or due to such reasons that require institutionalization. Accordingly, a legal action initiated before the Commercial Court of First Instance located where the registered office is situated for establishing a provisional injunction to be excluded from the said restriction has been refused and, the decision thereof has been approved before the Court of Cassation. Therefore, the respective provisions of the article 479 (2) of the Turkish Commercial Code have applied to the Group "A", "B", "C" and "D" shares. 1 vote cast for 1 share in any type of the shares during the General Assembly Meetings of the Company.
In case of the appointment of a liquidation board, this board shall consist of four people, each of whom is elected by the Group "A", "B", "C" and "E" shareholders respectively.
Each shareholder is entitled to dividend in proportion to his/her shares. There is no privilege granted with respect to the profit distribution.
There is no current or planned change concerning management and operations as may significantly affect the activities of the Company.
It is not available.
There is no such request submitted to the investors relations unit concerning the Ordinary General Assembly Meeting to be held on April 10, 2025, during which the deliberations on the activities in 2024 will take place.
Not applicable.
Remarks: A Meeting Council will be elected to preside over the General Assembly Meeting in line with the applicable provisions of the "Turkish Commercial Code no. 6102" (TCC), and of the "Regulations on the Procedures and Principles concerning General Assembly Meetings of a Joint Stock Company, and the Representatives from the Turkish Ministry of Customs and Trade to Attend these Meetings" ("Regulations" or "General Assembly Meeting Regulations").
Remarks: The Annual Report disclosed to the public through the Public Disclosure Platform (KAP), on the corporate website of the company, http://www.alkim.com in line with the applicable provisions of the Turkish Commercial Code, the Regulations and the Capital Market Law is made available for three weeks before the General Assembly Meeting at the corporate website of the company, http://www.alkim.com and at the registered office of the company for review by the shareholders, and a summary thereof will be read during the Ordinary General Assembly Meeting.
Remarks: The Independent Audit Report disclosed to the public through the Public Disclosure Platform (KAP), on the corporate website of the company, http://www.alkim.com in line with the applicable provisions of the Turkish Commercial Code, the Regulations and the Capital Market Law is made available for three weeks before the General Assembly Meeting at the corporate website of the company, http://www.alkim.com and at the registered office of the company for review by the shareholders, and the opinions section thereof will be read during the Ordinary General Assembly Meeting.
Remarks: The shareholders will be informed of the Financial Statements contained in the Annual Report disclosed to the public through the Public Disclosure Platform (KAP), on the corporate website of the company, http://www.alkim.com in line with the applicable provisions of the Turkish Commercial Code, the Regulations and the Capital Market Law, made available for three weeks before the General Assembly Meeting at the corporate website of the company, http://www.alkim.com and at the registered office of the company for review by the shareholders, and these Financial Statements will be submitted to the shareholders for approval.
Remarks: It was decided at the respective meeting of the Board of Directors to appoint RSM Turkey Uluslararası Bağımsız Denetim A.Ş. to audit the business operations and accounts of our company in 2025 considering the suggestion of the Audit Committee in accordance with the applicable provisions of the Turkish Commercial Code and the Capital Market Board's Regulations, and this will be submitted to the General Assembly Meeting for approval.
Remarks: It will be submitted to the General Assembly Meeting for approval of the release of each of the members of the Board of Directors concerning their operations, transactions and accounts in 2024 pursuant to the applicable provisions of the Turkish Commercial Code, the Regulations and the Capital Market Board.
Remarks: The General Assembly Meeting will be informed of the "Remuneration Policy" of our Company attached hereto as an Annex in line with the applicable regulations of the Capital Market Board, and this policy is made available at the corporate website of the company, http://www.alkim.com. There has been no amendment to the "Remuneration Policy" of our Company within the period.
Remarks: An attendance fee per month will be fixed for the members of the Board of Directors pursuant to the applicable provisions of the Turkish Commercial Code and the Regulations, and in line with the principles and procedures as set forth the articles of association and according to the remuneration policy.
A proposal concerning the fixation of the monthly attendance fee to the members of the Board of Directors will be submitted to the General Assembly for meeting at the General Assembly Meeting to be held on April 10, 2025.
Remarks: A table is attached hereto as Annex-5 concerning the proposal for profit distribution prepared concerning the cash position in line with the pertinent principles as set forth under the Capital Market Board's (CMB) Dividend Communique (serial no. II-19-1) about the dividends of the companies with the shares traded at Borsa İstanbul A.Ş. (BIST), and pursuant to the applicable provisions of the articles of association and according to the "Dividend Policy" of our Company disclosed to the public. The respective special disclosure is contained in the Annual Report disclosed to the public through the Public Disclosure Platform (KAP), on the corporate website of the company, http://www.alkim.com, made available for three weeks before the General Assembly Meeting at the corporate website of the company, http://www.alkim.com and at the registered office of the company for review by the shareholders. It will be submitted to the General Assembly Meeting for approval based on the respective resolution of the Board of Directors.
Remarks: A proposal will be submitted to the General Assembly for approval with respect to authorizing the Board of Directors to sell all or any part of our shares in Alkim Kağıt San. ve Tic. A.Ş, a subsidiarity to our company, with the shares traded at Borsa İstanbul A.Ş. (BIST) as the renewal of the authentication granted
at the Ordinary General Assembly Meeting held in the previous year.
11.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.
12.Authorizing the General Directorate to reduce the licensed areas by removing the parts that remained in the arid section in Tersakan (License No: 159) and Bolluk (License No: 231) mining areas due to the negative climate changes that have been increasing for the last 10 years.
Remarks: Determination of the upper limit of donations to be made in the 2025 accounting year will be submitted to the approval of the shareholders.
Remarks: Within the scope of the Capital Markets Board's Corporate Governance Communiqué; Information will be provided about the guarantees, pledges, mortgages and sureties given by the company in favor of other third parties for the purpose of carrying out its ordinary commercial activities.
15.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 2024
Remarks: It required an approval of the General Assembly for the members of the Board of Directors to carry out businesses in line with the article 395 "Prohibition on Transactions with and Borrowing Money from Company" and the article 396 "Prohibition of Competition" of the Turkish Commercial Code.
Pursuant to the CMB's Corporate Governance Communique, we hereby submit for your information that the shareholders controlling the management, the members of the board of directors, the executives with the administrative responsibility or their spouses and relatives by blood and marriage up to the second degree have not been involved in any significant commercial transaction with our company or any subsidiary, which may cause a conflict of interest, and/or they have not engaged in any commercial activity that fall under the scope of our company or any subsidiary on their behalf or on behalf of others, and they have not been a general partner of another company engaging in similar types of commercial activities.
In order to fulfil the pertinent regulations, any attempt in this respect will be first subject to the approval of the shareholders at a General Assembly Meeting, and the shareholders will be informed of such businesses carried out within the year. There is no such business transaction carried out in 2024.
16.Providing information to shareholders about our Company's 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.
Remarks: Shareholders will be informed about our company's related party transactions.
17.Wishes and requests
Attendance fees may be paid to the members of the board of directors in accordance with the pertinent provisions of the Turkish Commercial Code. The remunerations to be paid each year to the members of the Board of Directors are determined by means of a resolution adopted at a General Meeting upon the respective proposal of the shareholders.
Dividends up to 4% of the net profit may be distributed to the members of the board of directors based on the article 16 of the articles of association provided that this must be approved at a general meeting.
Executive members of the Board of Directors may be paid monthly payments not exceeding the wage of the General Manager, in accordance with the policy as set forth for the senior executives.
The remunerations paid to the senior executives are determined based on their positions, legal liabilities and seniorities. The annual determination of the said rights is based on the results and realization of the targets of the Company.
The form and amount of the remunerations to be paid are determined by the Board of Directors.
| 1 | Paid in Capital | 300,000,000.00 | |||||
|---|---|---|---|---|---|---|---|
| 2 | General Legal Reserves (Based on the Legal Records) | 31,776,951.70 | |||||
| If there is a privilege in profit distribution in accordance with the | No privilege | ||||||
| articles of association, information regarding the privilege in question | |||||||
| Category | Pursuant to the | Pursuant to the Legal Records |
|||||
| 3 | Profit for the Period | -164,608,446.00 | 51,728,478.94 | ||||
| 4 | Taxes (-) | 113,824,515.00 | 9,146,711.70 | ||||
| 5 | Net Profit for the Period (=) | -136,466,994.00 | 42,581,767.24 | ||||
| 6 | Losses Related to the Previous Years (-) | 0.00 | 0.00 | ||||
| 7 | General Legal Reserves (-) | 0.00 | 2,129,088.36 | ||||
| 8 | Net Distributable Profit for the Period (=) | 0.00 | 40,452,678.88 | ||||
| 9 | Donations Made During the Year (+) | 250,000.00 | |||||
| 10 | Net Distributable Profit Including Donations | 0.00 | |||||
| 11 | |||||||
| First Dividend to Shareholders | 0.00 | ||||||
| 12 | Dividend Distributed to Privileged Shareholders | ||||||
| 13 | Other Distributable Dividends | ||||||
| To the members of Board of Directors | 0.00 | ||||||
| To The Personnel | |||||||
| Pay to Other Persons excluding Shareholders | |||||||
| 14 | Dividend Distributed to Holders of Jouissance | ||||||
| 15 | Shares | 0.00 | |||||
| 16 | Second Dividend to Shareholders | 0.00 | |||||
| 17 | General Legal Reserves | ||||||
| 18 | Statutory Reserves | ||||||
| 19 | Special Reserves EXTRAORDINARY RESERVES |
0.00 | 40,452,678.88 | ||||
| 20 | Other Sources which are Anticipated as | ||||||
| Distributable | |||||||
| TABLE | TOTAL DISTRIBUTED DIVIDEND | ||||||
| GROUP | TOTAL DISTRIBUTED DIVIDEND | ISTRIBUTED | DIVIDEND TO BE PAID | ||||
| AMOUNT | DIVIDEND | FOR SHARE WITH PAR | |||||
| AMOUNT / NET | VALUE OF 1 TL | ||||||
| DISTRIBUTABLE | |||||||
| CURRENT PERIOD | |||||||
| PROFIT | |||||||
| CASH (TL) | BONUS SHARES ( TL ) | RATE ( % ) | AMOUNT ( TL ) |
RATE (%) |
| Gross | 0.00 | 0.00 | 0.000000 | 0.0000 | |
|---|---|---|---|---|---|
| Net | 0.00 | 0.00 | 0.000000 | 0.0000 | |
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