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ARÇELİK A.Ş. — AGM Information 2022
Feb 28, 2022
5890_rns_2022-02-28_35f26086-9a5c-4377-8c9b-123a5f98b4f3.pdf
AGM Information
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Registry of Commerce of Istanbul - 54957
ARÇELİK A.Ş. Mersis Number: 0073001800000022
Company Address : Karaağaç Caddesi No:2-6 Sütlüce 34445 Beyoğlu-İstanbul
INVITATION BY ARÇELİK A.Ş.'s BOARD OF DIRECTORS FOR THE ORDINARY GENERAL ASSEMBLY MEETING TO BE HELD ON 23/03/2022
With the purpose of examining the works of the year 2021 and discussing and also making decisions about the following written agenda, our Company's Ordinary General Assembly Meeting is scheduled to be held on March 23, 2022 - Wednesday at 10:00 at "Divan İstanbul Hotel, Asker Ocağı Caddesi No: 1 34367 Elmadağ Şişli, Istanbul (Phone: 90 212 315 55 00, Fax: 90 212 315 55 15)".
For 2021 Activity year Financial Statements and Independent Audit Report, proposal for Profit Distribution, Annual Report including explanations about Compliance with Corporate Governance Principles in the attachment thereof, and a detailed information note for required details and explanations with the said agenda items and the regulations by the Capital Markets Board shall be made available at the Head Office, on the official website of the company at www.arcelikglobal.com and on the Electronic General Meeting System of the Central Registry Agency for review by our Esteemed Shareholders, three weeks in advance of the meeting.
Save for the rights and obligations of the shareholders who are to attend the meeting via electronic method, it is necessary that the shareholder, who shall not attend the meeting in person, arrange the power of attorney in line with the legislations or obtain the relevant form of power of attorney from Yapı Kredi Yatırım Menkul Değerler A.Ş. (Yapı Kredi Plaza / Levent - İstanbul) and from our headquarters or from the official website of the company at www.arcelikglobal.com and accordingly, submit the powers of attorney, to the Company, following the fulfilment of the matters as contemplated in the "Voting by Proxy and Proxy Collection by Call Communiqué" numbered II-30.1, published and entered into force on the Official Gazette no. 28861, dated 24.12.2013. It is not necessary for the proxy, who is appointed by electronic means over the Electronic General Meeting System, to present a power of attorney. Any power of attorney which is mandated under the Communiqué in question and is not in compliance with the power of attorney sample attached here, shall not be accepted due to our legal liabilities .
Our Shareholders who are to cast vote using the Electronic General Meeting System are kindly requested to obtain information from the Central Registry Agency, the official website of the company at www.arcelikglobal.com or from the Head Office of the company (Phone:90 212 314 34 34 - 90 212 314 39 56 ) so that they could fulfil their obligations in accordance with the provisions of the relevant Regulations and Communiques.
Pursuant to the 4[th] paragraph of Article 415 of the Turkish Commercial Code No. 6102 and the 1[st] paragraph of Article 30 of the Capital Markets Law, the right to attend the general meeting and the right to cast vote at the general meeting is not subject to the requirement regarding the deposit of share certificates. In this framework, where our shareholders wish to attend the General Meeting, they shall not be required to have their shares blocked.
The voting of Agenda of the Ordinary General Assembly Meeting will be exercised by way of open voting by raising hands, with the provisions regarding electronic voting reserved.
As per the Law on Protecting Personal Data No 6698, you can reach the detailed information about how your personal data are processed by our company by reading the Personal Data Protection and Process Policy of Arçelik Anonim Şirketi, which has been disclosed to the public at www.arcelikglobal.com.
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We would like to state that due to the Covid-19 epidemic affecting the world and our country, the meeting will be held in accordance with the pandemic rules announced by official institutions, and that the new rules to be announced by the official institutions should be closely followed by our shareholders.
Taking into consideration the current pandemic conditions and the restrictions on gathering in groups set forth in the relevant regulations of public authorities, our shareholders will first be admitted to the general assembly meeting hall in order to protect public health.
No notification will be made to the Shareholders via registered mail for registered shares quoted into the Stock Market as per the Capital Markets Law.
This is to inform our esteemed Shareholders.
ARÇELİK A.Ş. BOARD OF DIRECTORS
Company Address: Karaağaç Caddesi No: 2-6 Sütlüce 34445 Beyoğlu-Istanbul Commercial Registry and Number: Istanbul - 54957 Mersis No: 0073001800000022
Appendices: -Agenda -Power of Attorney Sample
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AGENDA OF ARÇELİK A.Ş.'s ORDINARY GENERAL ASSEMBLY MEETİNG TO BE HELD ON 23/03/2022
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Opening and election of the Chairman of the Meeting,
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Reading, discussing and approving the 2021 Annual Report prepared by the Company Board of Directors,
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Reading the Summary of Independent Audit Report for 2021 accounting period,
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Reading, discussing and approving the Financial Statements related to the 2021 accounting period,
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Acquittal of each member of the Board of Directors in relation to the activities of Company in 2021,
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Approval, approval with amendment or rejection of the proposal of the Board of Directors' in accordance with the Company's profit distribution policy regarding the distribution of the profits of 2021 and the date of the distribution of profits,
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Informing the Shareholders on and approval of share buy back transactions carried out in accordance with the decision taken by the Board of Directors,
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Determination of the number and duty term of the Members of the Board of Directors, making elections in accordance with the determined number of members, selecting the Independent Members of the Board of Directors,
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Informing the Shareholders on and approval of "Remuneration Policy" for Members of the Board of Directors and Top-Level Managers and the payments made within the frame of such policy as required by Corporate Governance Principles,
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Determining annual gross remunerations of the Members of the Board of Directors,
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Approval of the Independent Auditing Institution selected by the Board of Directors in accordance with the Turkish Commercial Code and the Capital Markets Board regulations,
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Informing the Shareholders on donations made by the Company in 2021 and setting an upper limit for donations to be made in 2022,
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Informing the Shareholders about the collaterals, pledges, mortgages and surety granted in favour of third parties and the income and benefits obtained in 2021 by the Company and subsidiaries in accordance with Capital Markets Board regulations,
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Authorising the Shareholders holding management capacity, the Members of the Board of Directors, top managers and their spouses and relatives by blood and marriage up to the second degree within the framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about transactions performed within the scope during 2021 as per the Corporate Governance Communiqué of Capital Markets Board,
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Informing the Shareholders about the Company's a low-carbon transition plan,
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Wishes and opinions.
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POWER OF ATTORNEY ARÇELİK A.Ş.
I hereby authorise and appoint as proxy _________ who is introduced below in detail to represent me, to vote, to submit proposals and to sign necessary documents on behalf of me at Arçelik A.Ş.'s general assembly meeting scheduled to be held on 23.03.2022, Wednesday, at 10:00, at "Divan İstanbul Hotel, Asker Ocağı Caddesi No:1 34367 Elmadağ Şişli, İstanbul" in accordance with the following:
Proxy's (*);
Name Surname/Commercial Title:
T.R. ID No/Tax ID, Commercial Registry and Number with MERSIS number:
- (*) Submitting equivalents of information referred for Proxies with foreign nationality is mandatory.
A) SCOPE OF THE POWER TO REPRESENT
Scope of the power to represent must be determined by choosing either (a), (b) or (c) for the following sections numbered 1 and 2.
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Regarding the Issues in Agenda of General Assembly;
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a) Proxy shall be authorised to vote as per her/his own opinion.
b) Proxy shall be authorised to vote as per the proposals of the partnership management.
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c) Proxy shall be authorised to cast vote as per the instructions given in the table.
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Instructions:
In the event that the shareholder chooses (c) option, instructions specific to agenda items shall be given provided that one of the options given against the relevant agenda item of general assembly is checked (acceptance or refusal), or if refusal option is chosen, by specifying opposition note which is required to be written in moments of general assembly (if any).
| AGENDA OF ARÇELİK A.Ş.'s ORDINARYGENERAL ASSEMBLY MEETING |
Approval | Rejection | Counter Statement |
|---|---|---|---|
| 1. Openingand election of the Chairman of the Meeting, | |||
| 2. Reading, discussing and approving the 2021 Annual Report prepared bytheCompanyBoard of Directors, |
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| 3. Reading the Summary of Independent Audit Report for 2021 accounting period, |
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| 4. Reading, discussing and approving the Financial Statements related to the 2021 accounting period, |
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| 5. Acquittal of each member of the Board of Directors in relation to the activities of Company in 2021, |
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| 6. Approval, approval with amendment or rejection of the proposal of the Board of Directors' in accordance with the Company's profit distribution policy regarding the distribution of the profits of 2021 and the date of the distribution ofprofits, |
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| 7. Informing the Shareholders on and approval of share buy back transactions carried out in accordance with the decision taken by the Board of Directors, |
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| 8. Determination of the number and duty term of the Members of the Board of Directors, making elections in accordance with the determined number of members, selecting the Independent Members of the Board of Directors, |
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| 9. Informing the Shareholders onand approvalof "Remuneration |
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Policy" for Members of the Board of Directors and Top-Level Managers and the payments made within the frame of such policy as required by Corporate Governance Principles, 10. Determining annual gross remunerations of the Members of the Board of Directors, 11. Approval of the Independent Auditing Institution selected by the Board of Directors in accordance with the Turkish Commercial Code and the Capital Markets Board regulations, 12. Informing the Shareholders on donations made by the Company in 2021 and setting an upper limit for donations to be made in 2022, 13. Informing the Shareholders about the collaterals, pledges, mortgages and surety granted in favour of third parties and the income and benefits obtained in 2021 by the Company and subsidiaries in accordance with Capital Markets Board regulations, 14. Authorising the Shareholders holding management capacity, the Members of the Board of Directors, top managers and their spouses and relatives by blood and marriage up to the second degree within the framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about transactions performed within the scope during 2021 as per the Corporate Governance Communiqué of Capital Markets Board, 15. Informing the Shareholders about the Company's a low-carbon transition plan, 16. Wishes and opinions.
If minority has any draft resolution, it shall be separately specified to guarantee voting by proxy.
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Special instruction for other issues which may arise in General Assembly and using minority rights in particular:
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a) Proxy shall be authorised to vote as per her/his own opinion.
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b) Proxy shall not be authorised to represent for these issues.
c) Proxy shall be authorised to cast vote as per the following special instructions. SPECIAL INSTRUCTIONS; If any, special instructions from shareholder to proxy shall be specified here.
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B) Shareholder defines which shares to be represented by proxy by choosing one of the following options.
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I certify that proxy shall represent my shares which are specified below in detail.
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a) Array and serial:*
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b) Number/ Group:**
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c) Quantity-Nominal value:
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d) If multiple vote securities or not:
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e) Whether shares are bearer shares or written in the name:* f) Proportion of shareholder to possessed total shares/voting rights:
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*The information about shares which are followed from registrations is not requested.
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**If any, information regarding the group shall be used instead of number for shares which is
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followed from registrations.
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I hereby certify that proxy shall represent all shares of mine in the list regarding the shareholders who can attend to general assembly organized by Merkezi Kayıt Kuruluşu A.Ş. the day before General Assembly.
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FULL NAME OR TITLE OF THE SHAREHOLDER(*)
T.R. ID No/Tax ID, Commercial Registry and Number with MERSIS number: Address:
(*) Submitting equivalents of information referred for shareholders with foreign nationality is mandatory.
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