Proxy Solicitation & Information Statement • Mar 27, 2024
Proxy Solicitation & Information Statement
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The Ordinary General Assembly Meeting of our Company, where deliberations will be conducted on the Activities of our Company in 2023, will be held at The Marmara Hotel, Taksim Square/ Istanbul, On 25 April 2024, 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 2023.
We inform the esteemed shareholders accordingly.
Opening and, formation of the Chairman of the Meeting
Reading and deliberation on the Annual Report of the Board of Directors for the accountancy period of 2023
Acqittal of the members of the Board of Directors from the activities, transactions and accounts of the company for the 2023 accounting period.
Within the framework of the criteria for independent board membership regulated in accordance with the "Corporate Governance Communiqué" numbered II-17.1 of the Capital Markets Board ("CMB") and the relevant articles in the Capital Markets Board Corporate Governance Principles included in its annex; Submission of Mr. Aydın Orhan's independent board membership to the approval of the General Assembly.
Election of Board Members whose terms of office have expired and determination of their terms of office.
Informing the shareholders of the "Remuneration Policy" concerning the members of the Board of Directors and senior executives as per the regulations of the Capital Market Board
Resolving the Remuneration of the Members of Board of Directors.
Deliberation on the proposal of the Board of Directors on the distribution of the profit from the accounting period of 2023 and, adopting a resolution thereon.
Authorizing the Board of Directors to sell all or a portion of the shares of the affiliate (subsidiary) of our company traded at Borsa İstanbul A.Ş.'de (BIST)
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
Informing the General Assembly Regarding the Donations and Contributions made in 2023 and resolving the limit of donations to be made in 2024.
Informing the General Assembly on Guarantee, Pledge and Mortgages granted in favor of the third parties
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 2023
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.
Wishes and requests
I hereby appoint ............................................................, introduced below in a detailed manner, as my proxy authorized to represent me, cast vote, submit proposals and sign necessary documents in line with the opinions I have specified below during the Ordinary General Meeting of Alkim Alkali Kimya A.Ş. to be held on 25 April 2024, at 14.00 at The Marmara Hotel, Taksim Square, Istanbul.
Proxy's (*);
Name & Surname/ Corporate Name:
Turkish ID No. /Tax ID No., Trade Registry Office and Trade Registration Number and, MERSİS Number:
(*) For the foreign national proxies, the equivalent of the said information must be submitted.
For the following sections 1 and 2, one of the options (a), (b) or (c) must be selected to identify the scope of the power of representation.
a) The Proxy is authorized to cast vote in line with their own opinion.
b) The Proxy is authorized to cast vote in line with the recommendations of the company's management.
c) The Proxy is authorized to cast vote in line with the instructions specified on the following table.
In case a shareholder selects the option (c), the instructions on an agenda item are given by means of choosing one of the options concerning that agenda item of the general meeting (acceptation or refusal) and if the refusal option is selected, then the instructions are given by mans of specifying the dissenting options requested to be indicated on the minutes of the general meeting.
| Agenda Items (*) | Accept | Refuse | Dissenting Option |
|
|---|---|---|---|---|
| 1. | Opening and, formation of the Chairman of the Meeting |
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| 2. Reading and deliberation on the Annual Report of the Board of Directors for the accountancy period of 2023 |
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| 3. | Reading the Report of the Independent Auditing Firm for the accountancy period of 2023 |
|||
| 4. Reading, deliberation on and approval of the Financial Statements for the accountancy period of2023 |
||||
| 5. Choosing Independent Auditing Firm |
| 6. Acquittal of the members of the Board of Directors due to their activities, transactions and accounts inthe accounting period of 2023 |
||
|---|---|---|
| 7. Within the framework of the criteria for independent board membership regulated in accordance with the "Corporate Governance Communiqué" numbered II-17.1 of the Capital Markets Board ("CMB") and the relevant articles in the Capital Markets Board Corporate Governance Principles included in its annex; Submission of Mr. Aydın Orhan's independent board membership to the approval of the General Assembly. |
||
| 8. Election of Board Members whose terms of office have expired and determination of their terms of office. |
||
| 9. Informing the shareholders of the "Remuneration Policy" concerning the members of the Board of Directors and senior executives as per theregulations of the Capital Market Board Deliberation on the proposal of the Board of Directors on the distribution of the profit from the accounting period of 2023 and, adopting a resolution thereon |
||
| 10. Resolving the Remuneration of the Members of Board of Directors. |
||
| 11. Deliberation on the proposal of the Board of Directors on the distribution of the profit from the accounting period of 2023 and, adopting a resolution thereon. |
||
| 12. Authorizing the Board of Directors to sell all or a portion of the shares of the affiliate (subsidiary) of our company traded at Borsa İstanbul A.Ş.'de (BIST) |
||
| 13. 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 |
||
| 14. Informing the General Assembly Regarding the Donations and Contributions made in 2023 and resolving the limit of donations to be made in 2024. |
||
| 15. Informing the shareholders of the guarantees, liens, mortgages and securities granted by ourcompany in favor of 3rd parties in 2022 |
||
| 16. 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 perthe articles 395 and 396 of the Turkish Commercial Code and, the regulations of the Capital Market Board and, informing theshareholders of the transactions carried out in this scope within the accounting period of 2022 |
| 17. Providing information to shareholders about our Company's Related Party Transactions prepared of Article 9 of the Corporate Governance Communique numbered II-17.1 published by the Corporate Markets Board |
||
|---|---|---|
| 18. Wishes and requests |
(*) All the items on the agenda of the General Meeting are individually listed. In case there is separate resolution draft of the minority, then this will be separately indicated to allow for voting by proxy.
SPECIAL INSTRUCTIONS; the special instructions if any given by the principal to the proxy are specified here.
1. I hereby approve that the proxy will represent my shares, the details of which are provided below.
*This information is not requested for the shares monitored on records.
**For the shares monitored on records, the respective group will be specified instead of the number.
Turkish ID No. /Tax ID No., Trade Registry Office and Trade Registration Number and, MERSİS Number:
Address:
(*) For the foreign national shareholders, the equivalent of the said information must be submitted.
SIGNATURE
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