Pre-Annual General Meeting Information • Apr 15, 2025
Pre-Annual General Meeting Information
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Based on the decision taken by the Board of Directors of Alkim Kağıt Sanayi ve Ticaret Anonim Şirketi on March 07, 2025, registered with the İzmir Trade Registry Office under registration number Merkez-90072, the Ordinary General Assembly Meeting, where the activities of the year 2024 will be discussed and evaluated, will be held on Tuesday, April 8, 2025, at 14:00 at the Company's headquarters located at Kemalpaşa Organized Industrial Zone, Kırovası Mevkii, Kemalpaşa – İzmir, to discuss and resolve the agenda items listed below.
In accordance with the provisions of the Turkish Commercial Code No. 6102 and the Capital Markets Law, our shareholders have the option to participate in general assemblies electronically and cast their votes. The Electronic General Assembly System allows shareholders to kondurt transactions electronically without blocking their shares, appoint representatives and provide voting instructions, follow the meeting held in physical form in real-time, view and listen to the meeting live from any location with internet access without physically attending, send their views and suggestions on the discussed agenda in real-time, cast their votes simultaneously with those physically present at the meeting once the voting on the relevant agenda begins, and receive instant information and notifications about all processes.
Shareholders who wish to attend the General Assembly Meeting must fulfill the procedures announced by the Central Registry Agency. To attend the General Assembly, shareholders must be listed in the 'Shareholders List' prepared by the Central Registry Agency. However, investors who do not wish to disclose their share information to the Company will not have their shares listed. The presence of individuals in the physical meeting room will be checked against the shareholders' list to confirm whether they are shareholders or representatives. Shareholders wishing to attend the Ordinary General Assembly Meeting electronically must possess an electronic signature. They can obtain the necessary information regarding electronic attendance from the Central Registry Agency or from the website http://www.mkk.com.tr. Shareholders who cannot personally attend the meeting should arrange their proxies in accordance with the example below and submit their notarized proxies to our Company headquarters, fulfilling the requirements set forth by the Capital Markets Board. The name of the proxy appointed electronically must be included in the list obtained from the Central Registry Agency. A sample proxy form can be obtained from our Company headquarters or from the corporate website at http://www.alkimkagit.com.tr. During the voting on agenda items at the General Assembly Meeting, the open voting method by raising hands will be used, with electronic voting provisions reserved.
Announced to the shareholders.
Best regards,
ALKİM KAĞIT SANAYİ VE TİCARET A.Ş.
Ferit Kora
Chairman of the Board
In accordance with the " Corporate Governance Communiqué (II–17.1)" published in the Official Gazette No. 28871 on January 3, 2014, by the CMB, the disclosures related to the agenda items that need to be made are provided below under the relevant agenda item. Additional explanations are presented in this section for your information:
| SHAREHOLDER NAME | SHARE IN CAPITAL (TL) | SHARE IN CAPITAL (%) |
|---|---|---|
| ALKİM ALKALİ KİMYA A.Ş. | 587.475.000 | 79,93 |
| Other | 147.525.000 | 20,07 |
| TOTAL | 735.000.000 | 100,00 |
Each share representing the company's capital has a nominal value of 1 kuruş; the distribution by group and number of shares is as follows:
| GROUP | TYPE | NUMBER OF | SHARE |
|---|---|---|---|
| SHARES | PERCENTAGE | ||
| Group A | Registered | 5.250.000 | 0,01% |
| Group B | Registered | 4.200.000 | 0,01% |
| Group C | Registered | 4.393.200 | 0,01% |
| Group D | Registered | 156.800 | 0,00% |
| Group E | Registered | 1.666.000.000 | 2,27% |
| Group F | Bearer | 71.820.000.000 | 97,71% |
| TOTAL | 73.500.000.000 |
Three of the board members are selected from Group A shares, two from Group B shares, two from Group C shares, one from Group E shares, and one from candidates proposed by Group F shareholders.
There are no management or operational changes that significantly affect the company's activities, nor are any planned.
4. If the Agenda of the General Assembly Meeting Includes the Dismissal, Replacement, or Election of Board Members, the Reasons for Dismissal and Replacement, and Information on the Candidates for Board Membership:
There is none.
No such requests have been received for the Ordinary General Assembly Meeting to be held on April 8, 2025, where the activities of the year 2024 will be discussed.
There is no amendment to the articles of association on the agenda.
In accordance with the provisions of the Turkish Commercial Code No. 6102 (TCC) and the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry of Trade Representatives to Attend These Meetings ("Regulation" or "General Assembly Regulation"), the election of the Meeting Chairmanship to preside over the General Assembly meeting will be conducted.
In accordance with the TCC, the Regulation, the Capital Markets Law, and related regulations, a summary of the Annual Report, which has been publicly disclosed via the Public Disclosure Platform (KAP) and made available for shareholders' review at the company's headquarters and on the corporate website (www.alkimkagit.com.tr) for three weeks prior to the General Assembly Meeting, will be read and presented to the shareholders for discussion.
In compliance with the TCC, the Regulation, the Capital Markets Law, and related regulations, the Independent Audit Report, which has been publicly disclosed via KAP and made available for shareholders' review at the company's headquarters and on the corporate website (www.alkimkagit.com.tr) for three weeks prior to the General Assembly Meeting, will be presented to the shareholders, and the opinion section will be read.
In accordance with the TCC, the Regulation, and the Capital Markets Law, the Financial Statements, which are included in the Annual Report and have been publicly disclosed via KAP and made available for shareholders' review at the company's headquarters and on the corporate website (www.alkimkagit.com.tr) for three weeks prior to the General Assembly Meeting, will be presented to the shareholders for discussion and approval.
In accordance with the TCC, the Regulation, and the Capital Markets Law, the release of the Board of Directors for their activities, transactions, and accounts for the fiscal year 2024 will be submitted for approval by the General Assembly.
The company's Dividend Distribution Policy, as included in the Annex, has been publicly disclosed via KAP and made available for shareholders' review at the company's headquarters and on the corporate website (www.alkimkagit.com.tr) for three weeks prior to the General Assembly Meeting. It will be presented for the approval of the General Assembly. No changes have been made to the company's Dividend Distribution Policy during the period.
In accordance with the principles set out in the Communiqué on Dividends (II-19-1) issued by the Capital Markets Board (CMB) and the company's Articles of Association, the profit distribution proposal of the Board of Directors, along with the profit distribution table (Annex 5), has been publicly disclosed via KAP and made available for shareholders' review at the company's headquarters and on the corporate website (www.alkimkagit.com.tr) for three weeks prior to the General Assembly Meeting. The decision regarding the distribution of profits will be submitted for the approval of the General Assembly.
The company's Remuneration Policy, included in the Annex, will be presented to the General Assembly in accordance with CMB regulations and has been published on the company's corporate website (www.alkimkagit.com.tr). No changes have been made to the company's Remuneration Policy during the period.
Ih accordance with the TCC, the Regulation, the Articles of Association, and the company's Remuneration Policy, the monthly attendance fees for Board members will be determined.
Pursuant to the TCC and CMB regulations, based on the recommendation of the Audit Committee, the Board of Directors has decided to appoint RSM Turkey Uluslararası Bağımsız Denetim A.Ş. as the independent audit firm for the audit of the company's financial statements and activities for the year 2025. This decision will be submitted for approval by the General Assembly.
In accordance with the Corporate Governance Communiqué issued by the CMB, the company's Donation and Aid Policy has been documented and published on the corporate website (www.alkimkagit.com.tr). The policy, included in the Annex, will be presented for approval by the General Assembly.
Additionally, information will be provided about the donations made in 2024, and the upper limit for donations and aid to be made in 2025 will be submitted for the approval of the General Assembly.
Within the framework of the Corporate Governance Communiqué issued by the CMB, information will be provided regarding collaterals, pledges, mortgages, and guarantees granted in favor of third parties in the course of the company's ordinary commercial activities.
Pursuant to Articles 395 ("Prohibition of Transactions with the Company and Borrowing from the Company") and 396 ("Prohibition of Competition") of the TCC, Board members can only conduct transactions within this scope with the approval of the General Assembly.
In line with the CMB Corporate Governance Communiqué, if shareholders holding management control, Board members, executives with administrative responsibilities, and their spouses and relatives up to the second degree engage in significant transactions that may cause a conflict of interest with the company or its subsidiaries, or if they carry out commercial activities within the company's scope of business on their own behalf or on behalf of others, or participate as unlimited liability partners in another company engaged in similar commercial activities, such permissions must be granted by the General Assembly.
Accordingly, the General Assembly's approval will be sought for granting such permissions, and information will be provided about transactions conducted within this scope during the year.
The meeting will be concluded with the expression of wishes and closing remarks.
Board Members may be paid a Board Attendance Fee in accordance with the provisions of the Turkish Commercial Code. The annual fees to be paid to all members of the Board of Directors are determined by a decision of the General Assembly, upon the proposal of the shareholders at the General Assembly meeting.
Based on Article 14 of the Articles of Association, and subject to the approval of the General Assembly, a dividend of up to 3% of the net profit may be distributed to the Board Members. The amount to be distributed to the Board Members cannot exceed 10% of the paid-in capital.
For executive Board Members, monthly payments may be made within the framework of the policy set for senior executives, not exceeding the salary of the General Manager.
Salaries for senior executives are determined based on their positions, legal obligations, and seniority. The company's results and the achievement of performance targets are also considered in determining these rights on an annual basis.
The form and amount of the payments to be made are determined by the Board of Directors.
Our company's dividend distribution policy is made in accordance with the Capital Markets Law regulations, Corporate Governance legislation, and the provisions of the Turkish Commercial Code, considering the long-term strategies of the company, investment, and financial plans.
There is no privilege regarding dividend distribution for any of the share classes.
Each year, the Board of Directors makes a decision regarding dividend distribution and submits it for approval by the General Assembly. This dividend proposal is publicly disclosed in accordance with the Law and regulations. It is announced on the company's website. The General Assembly may accept or reject the proposal. If the Board of Directors proposes not to distribute dividends, it will explain the reasons to the shareholders and indicate this in the activity report.
The dividend distribution policy may include, in line with the decision taken by the General Assembly, the distribution of the company's distributable net profit in cash, free-of-charge shares, or a combination of both, without being less than the ratio and amount determined by the Capital Markets Board.
The dividend distribution date is determined by the General Assembly at a date no later than the end of the accounting period in which the distribution decision is made.
In accordance with the Capital Markets Law and Article 22 of our Articles of Association, the General Assembly, with its authority, may allow the Board of Directors to distribute dividend advances.
In accordance with Article 3, Paragraph "L" of our company's Articles of Association, donations made throughout the year, including those made within the framework of the principles determined by the Capital Markets Board, are announced to the public within the scope of the Board's regulations on the public disclosure of special situations and presented to the shareholders for their information at the Ordinary General Assembly. The upper limit for donations is determined by the General Assembly. Donations may be made to:
decision to make donations and aid is authorized by the Board of Directors.
Donations made within the relevant fiscal period, under the Capital Markets Law, are added to the distributable profit base.
The purpose of the disclosure policy is to ensure transparency in accordance with the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362, and other regulations of the Capital Markets Board, in line with the company's long-term strategies.
The responsibility for creating and updating the disclosure policy lies with the Board of Directors of Alkim Kağıt Sanayi ve Ticaret A.Ş. (the "Company"). The disclosure policy, once approved by the Board, is publicly disclosed and published on the company's website. The Investor Relations Department or the designated individuals responsible for the Investor Relations Department are responsible for monitoring and overseeing all matters related to the Disclosure Policy.
The Company uses the following tools to inform and educate the public:
a. Special situation disclosures sent to Borsa İstanbul A.Ş. ("BIST"),
b. Financial reports and activity reports submitted to BIST,
c. The investor relations section on the company's corporate website (http://www.alkimkagit.com.tr),
d. Prospectuses, circulars, announcements, and other documents required to be prepared under the Capital Markets Law,
e. Announcements and notices made via the Turkish Trade Registry Gazette ("TTSG"),
h. Written inquiries to Investor Relations,
i. Meetings and presentation files with investors and analysts,
Special situation disclosures are made in accordance with the Special Situations Regulation. Special situation disclosures are carried out by the Investor Relations Department or the responsible individuals within the Department.
Additionally, these individuals are responsible for monitoring news and rumors about the Company in the press or on websites, and clarifying such matters in compliance with the Special Situations Regulation.
If the Board of Directors or its authorized persons decide to disclose forward-looking assessments, this will be done in accordance with the principles outlined in the Special Situations Regulation and the Special Situations Guide.
Persons with administrative responsibility include Board members and individuals who, although not Board members, regularly have direct or indirect access to the company's internal information and have the authority to make decisions that affect the company's future development and commercial goals. These individuals are defined in the company's internal regulations and signing circulars as the General Manager and Deputy General Managers, and are considered "Persons with Administrative Responsibility."
The Board of Directors makes effective arrangements to ensure the confidentiality of internal information that has not yet been disclosed to the public, other special situations, and delayed internal information under Article 6 of the Special Situations Regulation, and takes necessary measures using all available technical means if necessary.
The Company prepares and updates the list of individuals who have access to internal information in accordance with Article 7 of the Special Situations Regulation. When there are changes to this list, it is updated within the period specified by law.
Those included in the list of internal information are made aware of their legal obligations and the legal penalties for the misuse of internal information.
The company's corporate website (http://www.alkimkagit.com.tr) is used to actively inform the public.
The Investor Relations section of the website includes the following information:
Financial reports and activity reports are submitted to BIST within the required periods in accordance with the regulations. These are also available on the company's corporate website.
Documents such as prospectuses, circulars, announcements, and similar documents prepared under the Capital Markets Law and regulations are publicly announced, published, and available on the company's website.
Matters related to informing the public in accordance with the Turkish Commercial Code, the Capital Markets Law, and the company's Articles of Association are announced in the Turkish Trade Registry Gazette and, if necessary, other media outlets.
Public disclosure is ensured before, during, and after the General Assembly meetings, as required by the Capital Markets Law and regulations.
The Company may issue press releases and hold press conferences in accordance with the Capital Markets Law and regulations. Reports, presentations, and documents used in these conferences are made available on the company's corporate website.
| 1. | Paid-In / Issued Capital | 735.000.000,00 | |
|---|---|---|---|
| 2. | Total Legal Reserves (According to Legal Records) | 34.060.204,34 | |
| Information on privileges in dividend distribution, if any, in the Articles of Association: |
None. | ||
| Based on CMB Regulations |
Based on Legal Records |
||
| 3. | Current Period Profit | -135.467.407,00 | 14.245.388,31 |
| 4. | Taxes Payable (-) | 5.239.854,00 | 7.681.391,32 |
| 5. | Net Current Period Profit (=) | -140.707.261,00 | 6.563.996,99 |
| 6. | Losses in Previous Years (-) | 0,00 | 0,00 |
| 7. | Primary Legal Reserve (-) | 0,00 | 0,00 |
| 8. | Net Distributable Current Period Profit (=) | -140.707.261,00 | 6.563.996,99 |
| 9. | Donations Made During The Year (+) | 0,00 | |
| 10. | Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated |
0,00 | |
| 11. | First Dividend to Shareholders | ||
| - Cash | 0,00 | ||
| - Stock | 0,00 | ||
| - Total | 0,00 | ||
| 12. | Dividend Distributed to Owners of Privileged Shares | 0,00 | |
| 13. | Other Dividend Distributed | ||
| - To the Members of the Board of Directors | 0,00 | ||
| - To the Employees | 0,00 | ||
| - To Non-Shareholders | 0,00 | ||
| 14. | Dividend to Owners of Redeemed Shares | 0,00 | |
| 15. | Second Dividend to Shareholders | 0,00 | |
| 16. | Secondary Legal Reserves | 0,00 | |
| 17. | Statutory Reserves | 0,00 | |
| 18. | Special Reserves | 0,00 | |
| 19. | Extraordinary Reserves | 0,00 | 0,00 |
| 20. | Other Distributable Resources | 0,00 | 0,00 |
| TOTAL DIVIDENDT AMOUNT (TL) | TOTAL DIVIDEND AMOUNT/ NET DISTRIBUTABLE CURRENT PERIOD PROFIT |
DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL |
||||
|---|---|---|---|---|---|---|
| SHARE GROUP |
CASH AMOUNT (TL) |
STOCK AMOUNT (TL) |
RATE (%) | AMOUNT (TL) | RATE (%) | |
| A | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |
| NET | B | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
| C | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |
| D | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |
| E | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |
| F | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 | |
| TOPLAM | 0,00 | 0,00 | 0,00 | 0,00 | 0,00 |
I hereby appoint ........................................................................... as my proxy, authorized to represent me, vote on my behalf, make proposals, and sign the necessary documents, at the Ordinary General Assembly Meeting of ALKİM KAĞIT SANAYİ VE TİCARET A.Ş., which will be held on Tuesday, April 8, 2025, at 14:00 at Kemalpaşa Organize Sanayi Bölgesi Kırovası Mevkii, Kemalpaşa / İZMİR, in accordance with the views specified below.
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.
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):
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.
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 Ordinary 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 Election of the Meeting Chairmanship. | |||
| 2- Reading and Discussion of the Board of Directors' Annual Report for 2024. |
|||
| 3- Reading of the Independent Audit Report for the Fiscal Year 2024. |
|||
| 4- Reading, Discussion, and Approval of the Financial Statements for the Fiscal Year 2024. |
|||
| 5- Release of the Board of Directors for Activities Conducted in the Fiscal Year 2024 |
|||
| 6- Informing the General Assembly About and Approval of the Company's Dividend Distribution Policy. |
|||
| 7- Discussion and Resolution on the Proposal of the Board of Directors Regarding the Distribution of Profits for the Fiscal Year 2024. |
| 8- Informing the General Assembly About and Approval of the "Remuneration Policy" for Board Members and Executives with Administrative Responsibilities. |
|
|---|---|
| 9- Determination of the Remuneration of the Board Members. |
|
| 10- Approval of the Selection of the Independent Audit Firm. |
|
| 11- Approval of the Policy on Donations and Aid, Informing the General Assembly About Donations and Aid in 2024, and Determining the Upper Limit for Donations and Aid in 2025. |
|
| 12- Informing the General Assembly About Collaterals, Pledges, Mortgages, and Guarantees Provided in Favor of Third Parties in 2024 Pursuant to Article 12(4) of the CMB Corporate Governance Communiqué (II-17.1). |
|
| 13- Granting Permission to Shareholders Holding Management Control, Board Members, Executives with Administrative Responsibilities, and Their Relatives Within the Scope of Articles 395 and 396 of the Turkish Commercial Code and CMB Regulations, and Informing Shareholders About Transactions Conducted in 2024 Under This Scope. |
|
| 14- Wishes and Closing Remarks. |
(*) 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.
ç) Whether it has voting privileges:
** 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.
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:
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