AGM Information • Jan 21, 2025
AGM Information
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December 25, 2024 – In its meeting dated 25.12.2024, our Board of Directors resolved to hold the Extraordinary General Assembly Meeting on January 21, 2025 Tuesday at 13:00 at the address "Fatih Sultan Mehmet Mahallesi Balkan Caddesi No:58 Buyaka E Blok Kat:1 34771 Ümraniye / İstanbul" with the agenda set forth below; to make the related announcement and to take all the necessary steps as required by the Turkish Commercial Code, the Articles of Association as well as other related regulations to materialize and finalize the meeting.
A General Assembly Meeting Information Document will be available for the review of our shareholders at our Company offices and our website at www.anadoluefes.com 21 days prior to the meeting.
We hereby declare that our above statements are in conformity with the principles included in the Capital Markets Board's Communiqué on Material Events, that they fully reflect the information we have acquired, that the information complies with our books, records and documents, that we have made our best effort to fully and accurately obtain all information regarding the matter and that we are responsible for this disclosure made hereby.
This is an English translation of the original official public disclosure made by Anadolu Efes in Turkish through the Public Disclosure Platform (www.kap.org.tr), for information purposes only. In the event of any discrepancy between this translation and the original Turkish disclosure, the original Turkish disclosure shall prevail. Anadolu Efes makes no warranties or representations about the accuracy or completeness of the English translation and assumes no liability for any errors, omissions or inaccuracies that may arise from use of this translation.
For further information regarding Anadolu Efes, please visit our website at http://www.anadoluefes.com/ or you may contact;
Aslı Kılıç Demirel Nihal Tokluoğlu Tel: 90 216 586 80 72 Tel: 90 216 586 80 09
(Investor Relations & Risk Management Director) (Investor Relations & Risk Management Supervisor) E-mail: [email protected] E-mail: [email protected]
| PREVIOUS TEXT | NEW TEXT |
|---|---|
| CAPITAL | CAPITAL |
| ARTICLE 7 | ARTICLE 7 |
| The Company has accepted the registered capital system in | The Company has accepted the registered capital system in |
| accordance with the provisions of the Capital Market Law, | accordance with the provisions of the Capital Market Law, and |
| and has shifted to this system by a permission, ref. 308, | has shifted to this system by a permission, ref. 308, dated |
| dated 25.06.1992, of the Capital Markets Board. The | 25.06.1992, of the Capital Markets Board. The Company has |
| Company has a registered capital ceiling of TL 900,000,000- | a registered capital ceiling of TL 10,000,000,000.-(ten billion |
| (nine hundred million Turkish Liras). | Turkish Liras). |
| Company's issued capital is TL 592,105,263 (five hundred | Company's issued capital is TL 592,105,263 (five hundred |
| ninety two million one hundred five thousand two hundred | ninety two million one hundred five thousand two hundred |
| sixty three Turkish Liras) and the issued capital has fully | sixty three Turkish Liras) and the issued capital has fully been |
| been paid in cash free of any collusion. | paid in cash free of any collusion. |
| Company's capital is comprised of 592,105,263 shares each with a nominal value of 1 (one) TL. 142,105,263 of the shares are owned by SABMiller Harmony Limited and are registered shares, while 450,000,000 of the shares are bearer shares. |
Company's capital is comprised of 592,105,263 shares each with a nominal value of 1 (one) TL. 142,105,263 of the shares are owned by SABMiller Harmony Limited and are registered shares, while 450,000,000 of the shares are bearer shares. |
| New shares cannot be issued unless the price of the issued | New shares cannot be issued unless the price of the issued |
| shares is paid by being fully sold. Shares representing the | shares is paid by being fully sold. Shares representing the |
| capital are monitored on registered basis in accordance with | capital are monitored on registered basis in accordance with |
| registry principles. | registry principles. |
| Except for the cases specified below, each shareholder is entitled to claim new shares issued, pro rata their shares in the capital. In capital increases realized through shareholder's equity, new shares will be allocated to the existing shareholders pro rata their shares in the capital. |
Except for the cases specified below, each shareholder is entitled to claim new shares issued, pro rata their shares in the capital. In capital increases realized through shareholder's equity, new shares will be allocated to the existing shareholders pro rata their shares in the capital. |
| In conformity with the relevant provisions of the Capital | In conformity with the relevant provisions of the Capital Market |
| Market Law and relevant legislation, if required, the | Law and relevant legislation, if required, the Company is |
| Company is authorized to increase its issued capital by | authorized to increase its issued capital by issuing new shares |
| issuing new shares up to the registered capital ceiling, to | up to the registered capital ceiling, to restrict the shareholder's |
| restrict the shareholder's right to purchase new shares and | right to purchase new shares and to issue new shares which |
| to issue new shares which are above the nominal values. | are above the nominal values. Right to purchase new shares |
| Right to purchase new shares can not be used in a way that | can not be used in a way that will cause inequalities between |
| will cause inequalities between shareholders. | shareholders. |
| The permission by the Capital Markets Board for the | The permission by the Capital Markets Board for the |
| registered capital ceiling is valid for the years between 2021- | registered capital ceiling is valid for the years between 2024- |
| 2025 (five years). Even if the previously set capital ceiling is | 2028 (five years). Even if the previously set capital ceiling is |
| not reached as the end of year 2025, in order for the Board | not reached as the end of year 2028, in order for the Board of |
| of Directors to increase capital, a new permission for a | Directors to increase capital, a new permission for a registered |
| registered capital ceiling, either at the previously permitted | capital ceiling, either at the previously permitted amount or for |
| amount or for a higher amount, should be taken from the | a higher amount, should be taken from the Capital Markets |
| Capital Markets Board as per a decision of the General | Board as per a decision of the General Assembly. If the |
| Assembly. If the authorization of the Capital Markets Board | authorization of the Capital Markets Board is not obtained, |
| is not obtained, then the Company can not increase capital | then the Company can not increase capital by a Board |
| by a Board Resolution. | Resolution. |
| Capital of the company can be increased or decreased in | Capital of the company can be increased or decreased in |
| accordance with the Turkish Commercial Code and Capital | accordance with the Turkish Commercial Code and Capital |
| Markets regulations when necessary. | Markets regulations when necessary. |
For further information regarding Anadolu Efes, please visit our website at http://www.anadoluefes.com/ or you may contact;
Aslı Kılıç Demirel Nihal Tokluoğlu (Investor Relations & Risk Management Director) (Investor Relations & Risk Management Supervisor) Tel: 90 216 586 80 72 Tel: 90 216 586 80 09
E-mail: [email protected] E-mail: [email protected]
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