AGM Information • May 21, 2018
AGM Information
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| Summary Info | Board of Directors' Decision for Extraordinary General Assembly Meeting |
| Update Notification Flag | No |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
General Assembly Invitation
| Type of General Assembly | Extraordinary |
| Decision Date | 21.05.2018 |
| General Assembly Date | 26.06.2018 |
| General Assembly Time | 11:00 |
| Record Date | 25.06.2018 |
| Country | Turkey |
| City | İSTANBUL |
| District | ŞİŞLİ |
| Address | Divan İstanbul Oteli, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli, İstanbul |
Agenda Items
1 - Opening and election of the Chairman of the Meeting,
2 - Informing the shareholders about the Announcement for the Right of Examination, the Announcement for the Protection of Creditors, Certified Public Accountant report for the Determination of Equity under Turkish Code of Commerce (TCC) in connection with the partial demerger to be discussed under Agenda item 4,
3 - Informing the shareholders about the Board of Directors' Declaration that under the partial demerger, no retirement right has arisen pursuant to the Capital Markets Board Communiqué no. II-23.1 on the "Common Principles Regarding Significant Transactions and the Retirement Right",
4 - Reading the Demerger Report, Demerger Plan dated 9 Apr. 2018 which are issued for the transfer of all assets and liabilities related to industrial motor production, after-sales services and related R&D activities as a whole to WAT MOTOR SAN. VE TİC. A.Ş. to be founded as a 100% subsidiary of our Company, and the transfer of all assets and liabilities related to payment systems operations and related R&D activities as a whole to TOKEN FİNANSAL TEKNOLOJİLER A.Ş. to be founded as a 100% subsidiary of our Company by way of partial demerger and in a manner not to disrupt the business integrity in line with art. 159 of TCC, the provisions of Merger and Demerger Comm. published by the CMB which govern the demerger through facilitated procedure and the CTL art. 19, 20, discussing and approving of the Demerger Report, the Demerger Plan and the Articles of Association of the new companies attached to the Demerger Plan and the proposal by the BoD's for the Partial Demerger,
5 - Wishes and opinions.
Corporate Actions Involved In Agenda
Demerger
Additional Explanations
Our Company's Board of Directors (BoD) took the following decision on 21.05.2018.
1. It is resolved that Arçelik A.Ş. General Assembly should be invited to hold an Extraordinary Meeting at 11:00 on 26 June 2018, Tuesday at the address of Divan İstanbul Hotel, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli, İstanbul in order to discuss the following agenda items; that invitation procedure should be duly carried out and it should be published on Turkish Trade Registry Gazette, at the Company's web site at the address of www.arcelikas.com and at the e-company and Electronic General Assembly System of Central Registration Agency of Turkey and at the Public Disclosure Platform, and accordingly:
- that regarding the Demerger via Facilitated Procedure through the Associate Model under the resolution no 953 as adopted by our Board of Directors on April 09, 2018, the Capital Markets Board certified Announcement Text, the Demerger Plan, the Demerger Report, the financial reports for the last three years, the post-demerger estimated opening balance sheet, the independent audit reports for the last three years, should be made public at the Public Disclosure Platform and the Company's web site minimum 30 days prior to the General Assembly meeting date;
- that the following agenda items as well as the Information Note that contains necessary explanations for compliance with the Capital Markets Board regulations should be made ready and available for the inspection of the shareholders at the Company's head office at least three weeks in advance prior to the General Assembly meeting and should be published at the Public Disclosure Platform and the Electronic General Assembly system.
2. It is resolved that the List of Present Shareholders should be signed by the Board Chairman, or in absence of the Board Chairman, by any other Board Member;
3. Mr. Faik Bülent Alagöz should be authorized to check proxy letters and identity cards of the shareholders who may be individuals or entities and who shall attend the meeting pursuant to Article 5 of the Internal Directive on General Assembly Meeting.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.
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