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ALKİM KAĞIT SANAYİ VE TİCARET A.Ş.

Pre-Annual General Meeting Information Jul 30, 2024

8738_rns_2024-07-30_481e1d01-65a9-43a2-9d91-de14e0d64a3f.pdf

Pre-Annual General Meeting Information

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Izmir Trade Registry Office

Trade Registry Number: Centre-90072

INVITATION FROM THE BOARD OF DIRECTORS OF ALKİM KAĞIT SANAYİ VE TİCARET ANONİM ŞİRKETİ TO THE EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED SEPTEMBER 4, 2024

Pursuant to the decision made by the Board of Directors of Alkim Kağıt Sanayi ve Ticaret Anonim Şirketi with trade registry number stated above, dated July 30, 2024, an Extraordinary General Assembly Meeting will be held on Wednesday, September 4, 2024, at 11:00 AM at the Company's Headquarters located at Kemalpaşa Organize Sanayi Bölgesi Kırovası Mevkii Kemalpaşa – İzmir, to discuss, evaluate, and approve the amendment to the company's articles of association, and to discuss and decide on the agenda items listed below.

In accordance with the provisions of the Turkish Commercial Code No. 6102 and the Capital Markets Law, our shareholders who wish to attend general meetings can participate and vote electronically. The Electronic General Assembly System allows Company shareholders to perform transactions electronically without blocking their shares, appoint representatives and give voting instructions, follow the meeting being held physically in real-time, and watch the general assembly live from anywhere with internet access through image and sound transmission without physically attending. They can send their views and suggestions regarding the agenda items simultaneously and vote on the related agenda items in real-time with those attending physically, and receive instant information and notifications about all processes.

Shareholders who wish to attend the Extraordinary General Assembly Meeting must comply with the procedures announced by the Central Securities Depository (MKK). Shareholders must be listed in the "Shareholders List" prepared by the Central Securities Depository to attend the General Assembly. However, investors who do not want the information about their shares to be notified to our Company will not be listed. The presence of individuals at the Meeting Room will be verified based on the shareholders' list to confirm whether they are shareholders or representatives. Shareholders wishing to attend the Extraordinary General Assembly Meeting electronically must have an electronic signature. They can obtain necessary information about electronic attendance from the Central Securities Depository or the website at http://www.mkk.com.tr. Shareholders who cannot attend the meeting in person and wish to participate electronically must arrange their proxies in accordance with the below sample and submit notarized proxies to our Company Headquarters by fulfilling the requirements set forth by the Capital Markets Board. The name and surname of the proxy assigned electronically must be listed in the list obtained from the Central Securities Depository. The proxy form can be obtained from our Company Headquarters or the company's corporate website at http://www.alkimkagit.com.tr. During the Extraordinary General Assembly Meeting, voting on agenda items will be conducted through an open voting method by raising hands, provided that the provisions of electronic voting are reserved.

Announced to the shareholders.

ALKİM KAĞIT SANAYİ VE TİCARET A.Ş.

FERİT KORA

Chairman of the Board

AGENDA OF THE EXTRAORDINARY GENERAL ASSEMBLY MEETING OF ALKİM KAĞIT SANAYİ VE TİCARET A.Ş. TO BE HELD ON 04.09.2024

  • 1- Opening and Establishment of the Meeting Chairmanship.
  • 2- For the company to increase its capital without charge from internal resources, the General Assembly should be informed about the offsetting of the indexed amounts of past years' losses resulting from the first adjustment made according to inflation in the TAS/TFRS tables, and the past years' losses due to inflation accounting in the company's statutory books and legal records,
  • 3- For the company's capital to be increased from 183.750.000.-TL to 735.000.000.-TL by distributing bonus shares to the shareholders; the reading, discussion, and approval of the amendment permits to the Company's Articles of Association, approved by the Capital Markets Board and the Ministry of Trade of the Republic of Turkey, and the old and new versions of the Articles of Association Amendment Text,
  • 4- Wishes and requests.

ATTORNEY ALKİM KAĞIT SANAYİ VE TİCARET A.Ş.

I hereby appoint ........................................................................... as my proxy, authorized to represent me, vote on my behalf, make proposals, and sign the necessary documents, at the Extraordinary General Assembly Meeting of ALKİM KAĞIT SANAYİ VE TİCARET A.Ş., which will be held on Wednesday, September 4, 2024, at 11:00 AM at Kemalpaşa Organize Sanayi Bölgesi Kırovası Mevkii, Kemalpaşa / İZMİR, in accordance with the views specified below.

Proxy's ();

Name - Surname / Trade Name: Turkish ID Number/Tax Number, Trade Registry Number and MERSIS Number: (*) For foreign nationals, equivalent information must be provided if available.

A) Scope of Authorization for Representation:

Regarding the provided items numbered 1 and 2, the scope of representation shall be determined by selecting one of the options (a), (b), or (c):

1. Regarding the matters included in the agenda of the General Assembly;

  • a) The proxy is authorized to vote according to their own opinion.
  • b) The proxy is authorized to vote according to the proposals of the partnership management.
  • c) The proxy is authorized to vote according to the instructions specified in the table below.

Instructions:

If option (c) is chosen by the shareholder, instructions specific to the agenda item shall be provided by marking one of the options (approval or rejection) offered next to the respective agenda item of the Extraordinary general assembly. If the rejection option is selected, any dissenting opinion requested to be recorded in the general assembly minutes shall be specified.

Agenda Items (*) Approval Rejection Dissenting
Opinion
1- Opening and Establishment of the Meeting Chairmanship.
2- For the company to increase its capital without charge from
internal resources, the General Assembly should be
informed about the offsetting of the indexed amounts of past
years' losses resulting from the first adjustment made
according to inflation in the TAS/TFRS tables, and the past
years' losses due to inflation accounting in the company's
statutory books and legal records,
3- For
the
company's
capital
to
be
increased
from
183.750.000.-TL to 735.000.000.-TL by distributing bonus
shares to the shareholders; the reading, discussion, and
approval of the amendment permits to the Company's
Articles of Association, approved by the Capital Markets
Board and the Ministry of Trade of the Republic of Turkey,
and the old and new versions of the Articles of Association
Amendment Text,
4- 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.

2. Special instructions regarding other matters that may arise at the General Assembly meeting, especially concerning the exercise of minority rights:

  • a) The proxy is authorized to vote according to their own opinion.
  • b) The proxy is not authorized to represent on these matters.
  • c) The proxy is authorized to vote according to the special instructions below.

SPECIAL INSTRUCTIONS: Any special instructions to be given by the shareholder to the proxy are stated here.

B) The shareholder specifies the shares they want the proxy to represent by selecting one of the following options.

1. I approve the proxy to represent my shares according to the details provided below.

  • a) Series and Class: *
  • b) Number/Group: **
  • c) Quantity-Nominal Value:
  • ç) Whether it has voting privileges:
  • d) Whether it is registered to bearer or named: *
  • e) Proportion to total shares/voting rights owned by the shareholder:
  • * For registered shares, this information is not required.

** For registered shares, information about the group, if available, will be provided instead of the number.

2. I authorize the proxy to represent all of my shares listed in the list prepared by the Central Securities Depository Inc. one day before the General Assembly meeting, which lists shareholders eligible to attend the General Assembly.

SHAREHOLDER's NAME or TITLE (*):

TC ID Number / Tax ID Number, Trade Registry Number and Number, MERSIS Number:

Address: ..............................................................................................................................

(*) For foreign shareholders, equivalent information must be provided if available.

Signature:

ALKİM KAĞIT SANAYİ VE TİCARET A.Ş. ARTICLES OF ASSOCIATION AMENDMENT DRAFT

The old and new versions of the amended articles are presented side by side. Articles that have not been changed are not included here.

OLD VERSION

CAPITAL AND GROUPS OF SHARES: Article.6.

The company's capital is 183.750.000 TL (One hundred eighty-three million seven hundred fifty thousand Turkish Lira).

Each share has a nominal value of 1 (One) Kurus and is divided into 18.375.000.000 shares. The entire capital of 183.750.000 TL has been fully paid.

The company's capital is 183.750.000 TL, and its distribution is as follows:

Group Registered -
Bearer
Number of
Shares
Amount (TL)
Group
A
Registered 1.312.500 13.125
TL
Group B Registered 1.050.000 10.500
TL
Group
C
Registered 1.098.300 10.983
TL
Group
D
Registered 39.200 392
TL
Group
E
Registered 416.500.000 4.165.000
TL
Group
F
Bearer 17.955.000.000 179.550.000
TL
Total 18.375.000.000 183.750.000
TL

Group E registered shares amounting to 1.190.000 TL and Group F bearer shares amounting to 10.000.000 TL, totaling 11.190.000 TL, have been contributed as in-kind capital by Alkim Alkali Kimya A.Ş.

This time, out of the increased amount of 131.250.000,00 TL, 99.846.844,21 TL will be covered by Extraordinary Reserves, 23.647.927,87 TL will be covered by Positive Capital Adjustment Differences, and 7.755.227,92 TL will be covered by Real Estate Sale Gains. Accordingly, a total of 131.250.000,00 TL worth of free shares will be distributed to existing shareholders in proportion to their shares.

Shares representing the capital are monitored in dematerialised form within the framework of dematerialisation principles.

NEW VERSION

CAPITAL AND GROUPS OF SHARES: Article.6.

The company's capital is 735.000.000 TL (Seven hundred and thirty-five million Turkish Lira).

Each share has a nominal value of 1 (One) Kurus and is divided into 73.500.000.000 shares. The entire capital of 735.000.000 TL has been fully paid.

The company's capital is 735.000.000 TL, and its distribution is as follows:

Group Registered -
Bearer
Number of
Shares
Amount (TL)
Group
A
Registered 5.250.000 52.500 TL
Group
B
Registered 4.200.000 42.000 TL
Group
C
Registered 4.393.200 43.932 TL
Group
D
Registered 156.800 1.568 TL
Group E Registered 1.666.000.000 16.660.000 TL
Group
F
Bearer 71.820.000.000 718.200.000 TL
Total 73.500.000.000 735.000.000 TL

Group E registered shares amounting to 1.190.000 TL and Group F bearer shares amounting to 10.000.000 TL, totaling 11.190.000 TL, have been contributed as in-kind capital by Alkim Alkali Kimya A.Ş.

This time, the increased amount of 551.250.000,00 TL will be covered entirely by positive differences from Capital Adjustments, and new free shares equivalent to the total amount of 551.250.000,00 TL will be distributed to existing shareholders in proportion to their shares.

Shares representing the capital are monitored in dematerialised form within the framework of dematerialisation principles.

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