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BİM BİRLEŞİK MAĞAZALAR A.Ş.

AGM Information Nov 27, 2025

5896_rns_2025-11-27_1a338d57-8e8a-4b4f-bb99-8bb4ee9b74e4.pdf

AGM Information

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BİM BİRLEŞİK MAĞAZALAR A.Ş. INVITATION TO EXTRAORDINARY GENERAL ASSEMBLY MEETING DATED 19.12.2025

The Extraordinary General Assembly Meeting of our Company will be held at 14.30 on Friday, December 19, 2025, in the Company head office at the address Abdurrahmangazi Mah. Ebubekir Cad. No.73 Sancaktepe-Istanbul in order to discuss the agenda detailed below.

In accordance with Article 417 of the Turkish Commercial Code ("TCC") (Law No: 6102) and the provisions of the Capital Markets Board's Communiqué II-13.1, titled "Procedures and Principles for the Book-Keeping of Dematerialized Capital Market Instruments," the list of shareholders entitled to attend the General Assembly will be prepared based on the "Shareholders Schedule" provided by the Central Registry Agency ("CRA"). Further information on this matter may be obtained from the Central Securities Depository or through the website www.mkk.com.tr.

In accordance with Article 415 of the TCC, shareholders whose names appear on the list of shareholders prepared in compliance with the regulations of the CRA and whose shares have been dematerialized may attend the Extraordinary General Assembly Meeting, either in person or through their representatives. For attendance, individuals must present a valid identification, and legal entity representatives are required to provide a power of attorney.

Shareholders who possess an electronic signature will also have the option to participate in the Extraordinary General Assembly Meeting electronically. Shareholders wishing to vote via the Electronic General Assembly System may obtain the necessary information regarding their obligations under the relevant Regulations and Communiqué from the Central Registry Agency or by visiting the website www.mkk.com.tr.

Shareholders who are unable to attend the meeting in person may exercise their voting rights through a proxy. To do so, they must prepare their proxy documents in accordance with the template provided in the annex or obtain the proxy form from our Company's headquarters or from the Company's website at https://www.bim.com.tr/Categories/105/yatirimci-iliskileri.aspx. Additionally, in compliance with the provisions set forth in the Capital Markets Board's Communiqué II-30.1 titled "Voting by Proxy and Proxy Solicitation", published in the Official Gazette on December 24, 2013 (Issue 28861), shareholders must fulfill the requirements outlined therein, including the submission of a notarized power of attorney to the Company.

In accordance with the fourth paragraph of Article 415 of the TCC and the first paragraph of Article 30 of the Capital Markets Law, the right to attend the General Assembly and vote is not contingent upon the deposit of share certificates. Therefore, shareholders wishing to attend the General Assembly Meeting are not required to block their shares. Unless otherwise stated with regard to electronic voting for the agenda items, the voting

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at the Extraordinary General Assembly will be conducted through a show of hands (open vote).

Agenda:

  • 1. Opening and establishment of the meeting chairmanship, granting authorization to the Chairmanship to sign the General Assembly documents,
  • 2. Amendment of Article 6 titled 'Capital and Transfer of Shares' of the Company's Articles of Association, in relation to the transition of the Company to the registered capital system and the determination of the registered capital ceiling as TL 5,000,000,000 (five billion Turkish Lira); and submission of the attached draft amendment to the Articles of Association, which has been prepared in accordance with the permissions obtained from the Capital Markets Board and the Ministry of Trade, to the approval of the General Assembly,
  • 3. Discussion and approval of the revised Dividend Policy, submitted in line with the Board of Directors' resolution dated 19.09.2025,
  • 4. Presenting the revised Remuneration Policy to the General Assembly for their information, in line with the Board of Directors' resolution dated 19.09.2025,
  • 5. Presenting information to the General Assembly regarding the share buyback programs and the related transactions carried out within the scope of these programs
  • 6. Wishes and closing remarks.

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