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ALKİM ALKALİ KİMYA A.Ş.

Proxy Solicitation & Information Statement Apr 11, 2025

5887_rns_2025-04-11_88ae63f1-3fc6-41f2-9fa9-00841e46aa34.pdf

Proxy Solicitation & Information Statement

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ALKİM ALKALİ KİMYA JOINT STOCK COMPANY

INVITATION TO THE 2024 ORDINARY GENERAL ASSEMBLY MEETING DATED APRIL 10, 2025

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 2025, Thursday, at 14.00, in order to deliberate theagenda 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. Ashareholder may electronically participate in the General Assembly Meeting through his orher 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 pertinentprovisions of the "Regulations on General Assembly Meetings to be Held Electronically fora 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'sCommunique serial no. II-30.1 on "Casting Vote by Proxy and Collecting Proxy by Call". Ashareholder, 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 threeweeks 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.

ALKİM ALKA ALKİM ALKALİ KİMYA A.Ş. 10 AGENDA OF THE ANNUAL ORDINARY GENERAL ASSEMBLYMEETING TO BE HELD IN APRIL 2025

1.Opening and, formation of the Chairman of the Meeting

2.Reading and deliberation on the Annual Report of the Board of Directors for the accountancy period of 2024

3.Reading the Report of the Independent Auditing Firm for the accountancy period of 2024

4.Reading, discussion and approval of the Financial Statements for the 2024 accounting period

5.Choosing the Independent Auditing Firm.

6.Acqittal of the members of the Board of Directors from the activities, transactions and accounts of the company for the 202 accounting period.

7.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

8.Resolving the Remuneration of the Members of Board of Directors.

9.Deliberation on the proposal of the Board of Directors on the distribution of the profit from the accounting period of 2024 and, adopting a resolution thereon.

10.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)

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.

13Informing the General Assembly Regarding the Donations and Contributions made in 2024 and resolving the limit of donations to be made in 2025.

14.Informing the General Assembly on Guarantee, Pledge and Mortgages granted in favor of the third parties

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

  1. 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.

  2. Wishes and requests

PROXY

ALKİM ALKALİ KİMYA ANONİM ŞİRKETİ

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 10 April 2025, 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, MERSİSNumber:

(*) For the foreign national proxies, the equivalent of the said information must be submitted.

A) SCOPE OF THE POWER OF REPRESENTATION

For the following sections 1 and 2, one of the options (a), (b) or (c) must be selected toidentify the scope of the power of representation.

1. Concerning the Agenda Items of the General Meeting;

  • 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'smanagement.
  • c) The Proxy is authorized to cast vote in line with the instructions specified on the following table.

Instructions:

In case a shareholderselects 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
2.
Reading and deliberation on the Annual Report of
the
Board of Directors for the accountancy period
of
2024
3.Reading
the
Report
of
the
Independent
Auditing
Firm
for
the accountancy
period
of
2024
4.Reading,
deliberation
on
and
approval
of
the
Financial Statements for the accountancy period of
2024
5.Choosing
Independent
Auditing Firm
6.
Acquittal of the members of the Board of Directors
to
their
activities,
transactions
and
accounts
in
accounting
period of
2024
due
the
7. 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
2024
and,
adopting
a
resolution
thereon
8.
Resolving the Remuneration of the Members of Board
of Directors.
9. Deliberation on the proposal of the Board of Directors
on the distribution of the profit from the accounting
period of 2024
and, adopting a resolution thereon.
10.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)
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.
13.Informing
the
General
Assembly
Regarding
Donations and Contributions made in 2024
and resolving the
limit of donations to be made in 2024.
the
14.
Informing
the
shareholders
of
the
guarantees,
liens,
mortgages
and
securities
granted
by
ourcompany
in
favor of
3rd
parties
in
2022
15.Granting permission to the shareholders ontrolling
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 thisscope
within
the accounting
period
of
2024
16.
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
17. 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 toallow for voting by proxy.

2. Special instruction concerning other issues that may arise during the GeneralMeeting, in particular, the use of the minority rights:

  • a) The Proxy is authorized to cast vote in line with their own opinion.
  • b) The Proxy is not authorized in these issues.
  • c) The Proxy is authorized to cast vote in line with the following special instructions.

SPECIAL INSTRUCTIONS; the special instructions if any given by the principal to the proxy are specified here.

B) The shareholder specifies the shares the shareholder wants the proxy to representby means of selecting one of the following options.

1. I hereby approve that the proxy will represent my shares, the details of which areprovided below.

a) Order and serial: *

  • b) Number/Group: **
  • c) Quantity-Nominal value:
  • ç) Voting right share or not:
  • d) Bearer or Registered shares: *
  • e) Ratio to the total shares/voting rights the principle holds:

*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.

2. I hereby approve that the proxy will represent all of my shares that appear on the list of shareholders eligible to attend the general meeting as prepared by the CRA one day before the general meeting.

SHAREHOLDER'S NAME & SURNAME or CORPORATE NAME (*)

Turkish ID No. /Tax ID No., Trade Registry Office and Trade Registration Number and, MERSİSNumber:

Address:

(*) For the foreign national shareholders, the equivalent of the said information must besubmitted.

SIGNATURE

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