Pre-Annual General Meeting Information • Apr 14, 2025
Pre-Annual General Meeting Information
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Registered Office: Emirhan Cad. No:109 Kat:9 Atakule 34349 Beşiktaş, Istanbul
The Ordinary General Assembly Meeting of our Company regarding the 2024 fiscal year activities will be held on May 9, 2025, at 15:00, at the address: Reşitpaşa Mah. Katar Cad. Arı Teknokent 2 Building, Block A, No: 4/1, Interior Door No: 801, Sarıyer/Istanbul, in order to discuss and resolve the agenda items listed below.
2024 Annual Report of the Board of Directors and the accompanying Corporate Governance Principles Compliance Report and Sustainability Principles Compliance Report, Financial Statements, Independent Audit Report, Board of Directors' proposal for dividend distribution,and the Information Document containing the agenda items and explanations required for compliance with the Capital Markets Board regulations will be made available for shareholders' review at the Company
headquarters, on the Company's corporate website at www.atptech.com, on the Public Disclosure Platform and on the Electronic General Assembly system of the Central Registry Agency within the legal period of three weeks prior to the meeting.
Pursuant to Article 1527 of the Turkish Commercial Code No. 6102, our shareholders will be able to attend the General Assembly in person or participate and vote electronically.
The "Shareholders List" regarding the right holders and their representatives attending the meeting is taken from the Electronic General Assembly System before the meeting starts. The "List of Shareholders" is used for the formation of the list of attendees. The control of whether the persons who physically come to the meeting hall to attend the Ordinary General Assembly Meeting are shareholders or their representatives will be made through the aforementioned list.
Electronic participation in the meeting is only possible if the shareholders or their representatives have an Electronic Signature Certificate. For this reason, shareholders who will make Electronic General Assembly System transactions must first have an Electronic Signature Certificate and register with MKK's e-Investor: Investor Information Shareholders or their representatives who do not register with the Investor Information Center and do not have secure electronic signatures will not able to participate in the general assembly meeting electronically via EGAS.
Our shareholders or their representatives who wish to attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of the "Regulation on General Assembly Meetings of Joint Stock Companies to be held electronically" published in the Official Gazette dated 28.08.2012 and numbered 28395 and the "Communiqué on the Electronic General Assembly System to be implemented in the General Assembly Meetings of Joint Stock Companies" published in the Official Gazette dated 29.08.2012 and numbered 28396.
Our shareholders who will not be able to attend the meeting in person, provided that the rights and obligations of the shareholders who will participate electronically through the Electronic General Assembly System are reserved, should prepare their power of attorney in accordance with the attached sample (ANNEX-1: Power of Attorney Sample) or submit the power of attorney sample to Dikilitaş Mah. Emirhan Cad. No.109 Beşiktaş, Istanbul or our Company's website at www.atptech.com and fulfill the requirements stipulated in the Capital Markets Board's Communiqué Serial: II, No: 30.1 numbered "Communiqué on Voting by Proxy and Proxy Solicitation by Call" ("Communiqué") published in the Official Gazette dated 24.12.2013 and numbered 28861. Power of attorneys that do not comply with the sample power of attorney required by the Communiqué and available on our website and that have not been notarized will not be accepted due to our legal liability. Provided that it complies with the principles set forth in the Communiqué, in case of appointment of a proxy from the Electronic General Assembly System (EGAS) within the framework of the regulations of the Central Registry Agency, the attached power of attorney is not required to be used. Shareholders with voting rights may appoint a proxy through EGAS or by having the signature on the power of attorney form issued physically approved or by attaching the signature statement issued in the presence of a notary public to the signed power of attorney form.
Our shareholders who will participate in the General Assembly electronically through the Electronic General Assembly System can obtain information about the procedures and principles regarding participation, appointment of proxies, making proposals, expressing opinions and voting from the website of the Central Registry Agency at https://egk.mkk.com.tr
Pursuant to Article 415, Paragraph 4 of the Turkish Commercial Code (TCC) No. 6102 and Article 30, Paragraph 1 of the Capital Markets Law, the right to attend and vote at the general assembly cannot be conditioned on the deposit of share certificates. Therefore, there is no need for our shareholders who will attend the general assembly to have their shares blocked at the Central Registry Agency (CRA).
However, our shareholders who do not want their identities and the information regarding the shares in their accounts to be notified to our Company and therefore such information cannot be seen by our Company, should apply to the intermediary institutions where their accounts are held and ensure that the "restriction" preventing the notification of their identities and the information regarding the shares in their accounts to our Company is removed at the latest one day before the date of the Ordinary General Assembly Meeting, if they wish to participate in the General Assembly Meeting. Our shareholders who do not ensure the removal of the restriction will not be able to participate in the Ordinary General Assembly Meeting of our Company.
Since the Ordinary General Assembly Meeting will be held electronically, our esteemed shareholders are kindly requested to be present at the meeting place before the meeting time in order for the meeting to start on time.
Pursuant to the Law No. 6698 on the Protection of Personal Data, detailed information regarding the processing of your personal data by our Company can be found in the Disclosure Text shared with the public at www.atptech.com.
The Ordinary General Assembly Meeting will be held in accordance with the Internal Directive on the Working Principles and Procedures of the General Assembly of our Company, and the explanations regarding the meeting agenda are given below.
It is kindly submitted for the information of the shareholders.
15) Authorization of the members of the Board of Directors to carry out the transactions stipulated in Articles 395 and 396 of the Turkish Commercial Code,
16) Wishes, desires and closing.
I hereby appoint .............................................................., who is identifid in detail below, as my proxy to be authorized to represent me, to vote, to make proposals and to sign the necessary documents in line with the opinions I have expressed below at the ordinary general meeting of ATP YAZILIM VE TEKNOLOJİ ANONİM ŞİRKETİ to be held for the 2023 activity year on 09/05/2025 at 15:00 at Reşitpaşa Mah. Katar Cad. Arı Teknokent 2 Building, Block A, No: 4/1, Interior Door No: 801, Sarıyer/Istanbul
Of the Proxy(*);
Name Surname/ Trade Title: TR Identity No/Tax No, Trade Registry and Number and MERSIS number: (*) For foreign proxies, the equivalent of the aforementioned information, if any, must be submitted.
The scope of representation authority should be determined by selecting one of the options (a), (b) or (c) for sections 1 and 2 below.
a) The proxy is authorized to vote in line with his/her own opinion.
b) The proxy is authorized to vote in line with the suggestions of the Company management.
c) The proxy is authorized to vote in accordance with the instructions specified in the table below.
In the event that option (c) is selected by the shareholder, the instructions specific to the agenda item shall be given by marking one of the options given opposite the relevant general assembly agenda item (acceptance or rejection) and in the event that the rejection option is selected, by indicating the annotation of dissent requested to be written in the minutes of the general assembly meeting, if any.
| Agenda Items (*) | Accepted | Rejected | Dissenting Opinion |
|---|---|---|---|
| 1) Opening and formation of the Meeting Council, | |||
| 2) Reading, discussing and submitting the 2024 annual |
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| report of the Board of Directors for approval, | |||
| 3) Reading and discussion of the Independent Audit Report | |||
| for the 2024 activity year, |
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| 4) Reading, discussion and approval of the financial |
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| statements for the 2024 activity year, |
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| 5) Discussing and resolving on the Board of Directors' | |||
| proposal for dividend distribution for the 2024 accounting |
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| period, | |||
| 6) Release of the Members of the Board of Directors for their | |||
| activities for the 2024 activity period, |
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| 7) Informing the shareholders about the "Remuneration | |||
| Policy" regarding the principles of remuneration of the | |||
| Members of the Board of Directors and Executives with | |||
| Administrative Responsibility in accordance with the Capital | |||
| Markets Board regulations, | |||
| 8) Determination of the remuneration and attendance fees of | |||
| the Board Members and Independent Board Members, | |||
| 9) Submission for approval of the selection of the |
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| independent audit firm made by the Board of Directors, in | |||
| accordance with the regulations of the Turkish Commercial | |||
| Code, the Capital Markets Board, and the Public Oversight, | |||
| Accounting and Auditing Standards Authority | |||
| 10) Informing the General Assembly about the donations and |
| grants made by the Company in 2024 within the framework of the Capital Markets Board regulations and determining the |
||
|---|---|---|
| upper limit for donations to be made in 2025, 11) Approval of the Board of Directors' proposal regarding the amendment of Article 7 titled "Capital" of the |
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| Company's Articles of Association, in order to increase the registered capital ceiling and extend its validity period. |
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| 12) In accordance with the regulations of the Capital Markets Board, informing the shareholders about the guarantees, pledges, mortgages and sureties given by the Company in |
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| favor of third parties in 2024 and the income or benefits derived therefrom, |
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| 13) Informing the General Assembly about the transactions with "Related Parties" within the scope of Related Party Transactions regulated in the third section of the Capital Markets Board Corporate Governance Communiqué (II 17.1), |
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| 14) Informing the shareholders regarding the transactions within the scope of the Corporate Governance Principle No. 1.3.6 annexed to the Capital Markets Board's Corporate Governance Communiqué No. II-17.1, |
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| 15) Authorization of the members of the Board of Directors to carry out the transactions stipulated in Articles 395 and 396 of the Turkish Commercial Code, |
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| 16) Wishes, desires and closing. |
(*) The items on the General Assembly agenda are listed one by one. If the minority has a separate draft resolution, this is also stated separately to ensure voting by proxy.
2. Special instructions on other issues that may arise at the General Assembly meeting and in particular on the exercise of minority rights:
SPECIAL INSTRUCTIONS; Special instructions to be given by the shareholder to the proxy, if any, shall be specified here.
a) Order and series:*
b) Number/Group:**
c) Number-Nominal value:
*This information is not requested for dematerialized shares.
**For dematerialized shares, information regarding the group, if any, will be given instead of the number.
TR Identity No/Tax No, Trade Registry and Number and MERSIS number: Address:
(*) For foreign shareholders, the equivalent of the aforementioned information, if any, must be submitted.
Signature
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